MUNICIPAL PARTNERS FUND INC, PRES14A, 1997-04-16

MUNICIPAL PARTNERS FUND INC
PRES14A, 1997-04-16

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Schedule 14A Information

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant |x|

Filed by a Party other than the Registrant |_|

Check the appropriate box:

|x| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

The Emerging Markets Income Fund Inc
(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (check the appropriate box):

|x| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

______________________________________________________________________

(2) Aggregate number of securities to which transaction applies:

______________________________________________________________________

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it is determined):

______________________________________________________________________

(4) Proposed maximum aggregate value of transaction:

______________________________________________________________________

(5) Total fee paid:

______________________________________________________________________

|_| Fee paid previously with preliminary materials.

|_| Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

______________________________________________________________________

(2) Form, Schedule or Registration Statement No.:

______________________________________________________________________

(3) Filing Party:

______________________________________________________________________

(4) Date Filed:

______________________________________________________________________

<PAGE>

Schedule 14A Information

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant |x|

Filed by a Party other than the Registrant |_|

Check the appropriate box:

The Emerging Markets Income Fund II Inc
(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (check the appropriate box):

|x| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

______________________________________________________________________

(2) Aggregate number of securities to which transaction applies:

______________________________________________________________________

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it is determined):

______________________________________________________________________

(4) Proposed maximum aggregate value of transaction:

______________________________________________________________________

(5) Total fee paid:

______________________________________________________________________

|_| Fee paid previously with preliminary materials.

(1) Amount Previously Paid:

______________________________________________________________________

(2) Form, Schedule or Registration Statement No.:

______________________________________________________________________

(3) Filing Party:

______________________________________________________________________

(4) Date Filed:

______________________________________________________________________

<PAGE>

Schedule 14A Information

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant |x|

Filed by a Party other than the Registrant |_|

Check the appropriate box:

The Emerging Markets Floating Rate Fund Inc.
(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (check the appropriate box):

|x| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

______________________________________________________________________

(2) Aggregate number of securities to which transaction applies:

______________________________________________________________________

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it is determined):

______________________________________________________________________

(4) Proposed maximum aggregate value of transaction:

______________________________________________________________________

(5) Total fee paid:

______________________________________________________________________

|_| Fee paid previously with preliminary materials.

(1) Amount Previously Paid:

______________________________________________________________________

(2) Form, Schedule or Registration Statement No.:

______________________________________________________________________

(3) Filing Party:

______________________________________________________________________

(4) Date Filed:

______________________________________________________________________

<PAGE>

Schedule 14A Information

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant |x|

Filed by a Party other than the Registrant |_|

Check the appropriate box:

Global Partners Income Fund Inc.
(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (check the appropriate box):

|x| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

______________________________________________________________________

(2) Aggregate number of securities to which transaction applies:

______________________________________________________________________

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it is determined):

______________________________________________________________________

(4) Proposed maximum aggregate value of transaction:

______________________________________________________________________

(5) Total fee paid:

______________________________________________________________________

|_| Fee paid previously with preliminary materials.

(1) Amount Previously Paid:

______________________________________________________________________

(2) Form, Schedule or Registration Statement No.:

______________________________________________________________________

(3) Filing Party:

______________________________________________________________________

(4) Date Filed:

______________________________________________________________________

<PAGE>

Schedule 14A Information

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant |x|

Filed by a Party other than the Registrant |_|

Check the appropriate box:

Municipal Partners Fund Inc.
(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (check the appropriate box):

|x| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

______________________________________________________________________

(2) Aggregate number of securities to which transaction applies:

______________________________________________________________________

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it is determined):

______________________________________________________________________

(4) Proposed maximum aggregate value of transaction:

______________________________________________________________________

(5) Total fee paid:

______________________________________________________________________

|_| Fee paid previously with preliminary materials.

(1) Amount Previously Paid:

______________________________________________________________________

(2) Form, Schedule or Registration Statement No.:

______________________________________________________________________

(3) Filing Party:

______________________________________________________________________

(4) Date Filed:

______________________________________________________________________

<PAGE>

Schedule 14A Information

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant |x|

Filed by a Party other than the Registrant |_|

Check the appropriate box:

Municipal Partners Fund II Inc.
(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (check the appropriate box):

|x| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

______________________________________________________________________

(2) Aggregate number of securities to which transaction applies:

______________________________________________________________________

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it is determined):

______________________________________________________________________

(4) Proposed maximum aggregate value of transaction:

______________________________________________________________________

(5) Total fee paid:

______________________________________________________________________

|_| Fee paid previously with preliminary materials.

(1) Amount Previously Paid:

______________________________________________________________________

(2) Form, Schedule or Registration Statement No.:

______________________________________________________________________

(3) Filing Party:

______________________________________________________________________

(4) Date Filed:

______________________________________________________________________

<PAGE>

Schedule 14A Information

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant |x|

Filed by a Party other than the Registrant |_|

Check the appropriate box:

Municipal Advantage Fund Inc.
(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (check the appropriate box):

|x| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

______________________________________________________________________

(2) Aggregate number of securities to which transaction applies:

______________________________________________________________________

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it is determined):

______________________________________________________________________

(4) Proposed maximum aggregate value of transaction:

______________________________________________________________________

(5) Total fee paid:

______________________________________________________________________

|_| Fee paid previously with preliminary materials.

(1) Amount Previously Paid:

______________________________________________________________________

(2) Form, Schedule or Registration Statement No.:

______________________________________________________________________

(3) Filing Party:

______________________________________________________________________

(4) Date Filed:

______________________________________________________________________

<PAGE>

Schedule 14A Information

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant |x|

Filed by a Party other than the Registrant |_|

Check the appropriate box:

The Czech Republic Fund, Inc.
(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (check the appropriate box):

|x| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

______________________________________________________________________

(2) Aggregate number of securities to which transaction applies:

______________________________________________________________________

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it is determined):

______________________________________________________________________

(4) Proposed maximum aggregate value of transaction:

______________________________________________________________________

(5) Total fee paid:

______________________________________________________________________

|_| Fee paid previously with preliminary materials.

(1) Amount Previously Paid:

______________________________________________________________________

(2) Form, Schedule or Registration Statement No.:

______________________________________________________________________

(3) Filing Party:

______________________________________________________________________

(4) Date Filed:

______________________________________________________________________

<PAGE>

April __, 1997

THE EMERGING MARKETS INCOME FUND INC
THE EMERGING MARKETS INCOME FUND II INC
THE EMERGING MARKETS FLOATING RATE FUND INC.
GLOBAL PARTNERS INCOME FUND INC.
MUNICIPAL ADVANTAGE FUND INC.
MUNICIPAL PARTNERS FUND INC.
MUNICIPAL PARTNERS FUND II INC.
THE CZECH REPUBLIC FUND, INC.

Dear Stockholder:

We are pleased to invite you to a meeting of stockholders of each of the
above funds (the "Funds") to be held on June __, 1997.

As you may know, PIMCO Advisors L.P. and its affiliate, Thomson Advisory
Group Inc. (together, the "PIMCO Parties"), and Oppenheimer Group, Inc. and
Oppenheimer Financial Corp. have entered into an agreement for the PIMCO Parties
to acquire all of the stock of Advantage Advisers, Inc. ("Advantage"), which
serves as investment manager or adviser to each Fund, and a controlling interest
in Oppenheimer Capital, whose subsidiary, OpCap Advisors, serves as investment
adviser to certain Funds. Each Fund's meeting will permit its stockholders to
consider one or more new investment management or advisory agreements, which
will be substantially identical to the existing agreements with such Fund, to be
in effect following such acquisition. In addition, The Emerging Markets Floating
Rate Fund Inc. and Municipal Partners Fund Inc. meetings will serve as annual
meetings, and stockholders of these Funds also are requested to vote on the
election of directors and ratify the selection of independent accountants.

It is important to keep in mind that the PIMCO Parties are acquiring
Advantage and OpCap Advisors, not the Funds. Your Fund shares and the management
or advisory fees charged each Fund will not change as a result of the
transaction. Moreover, the PIMCO Parties have advised each Fund's Board of
Directors that Advantage and OpCap Advisors will continue following the
transaction to provide the high-quality services to which you've grown
accustomed. The transaction does not involve Salomon Brothers Asset Management
Inc ("SBAM"), which serves as investment adviser or manager to certain Funds.
However, because Advantage is a party to the current agreements between SBAM and
certain of such Funds, stockholders of those Funds are being asked to consider
new agreements with SBAM.

Because the Funds are affected similarly by the transaction, the Board of
Directors of each Fund determined it would be most efficient to prepare a single
combined proxy statement to be sent to the stockholders of all Funds. Further
information relating to each Fund is contained in a separate exhibit, which is
an important part of the proxy statement. If you are a stockholder of more than
one Fund, you will receive a notice of meetings, proxy

<PAGE>

statement and proxy card for each such Fund. Each Fund votes separately, so
please sign and return all of your proxy cards if you are a stockholder of more
than one Fund.

Please note that you are not being asked to vote on every proposal included
in the proxy statement. The enclosed notice of meetings describes which Funds'
stockholders are being asked to vote on each proposal, and the proxy card
provides for voting only with respect to the proposals relating to such Funds.

After careful consideration, the Board of Directors of each Fund, including
its independent directors, approved the proposals relating to such Fund and
recommends that its stockholders vote "FOR" each such proposal. Whether or not
you intend to attend the meeting, you may vote by proxy by signing and returning
your proxy card in the enclosed postage-paid envelope.

We thought it would be helpful to provide the questions and answers
regarding the transaction and the related proposals on the reverse side of this
page. They are designed to help answer questions you may have and help you cast
your votes, and are being provided as a supplement to, not a substitute for, the
proxy statement, which we urge you to carefully review. As always, we thank you
for your confidence and support.

Please feel free to call the proxy solicitor, D.F. King & Co., Inc., at
1-800- _________ to answer any questions you may have regarding the voting of
your shares, and please feel free to call us at 1-800-421-4777 to answer any
questions regarding the transaction or other matters.

Sincerely,

The Chairmen of the Boards and Presidents of:

<PAGE>

QUESTIONS & ANSWERS

Q. WHO IS BEING ACQUIRED IN THE TRANSACTION?

A. PIMCO Advisors L.P., a publicly traded investment management firm, and its
affiliate, Thomson Advisory Group Inc., have agreed to acquire all of the
stock of Advantage, investment manager or adviser to each Fund, and a
controlling interest in Oppenheimer Capital, whose subsidiary, OpCap
Advisors, is investment adviser to certain Funds. The Funds themselves are
not being acquired.

Q. WHY AM I BEING ASKED TO VOTE ON THESE PROPOSALS?

A. Pursuant to the Investment Company Act of 1940, consummation of the
transaction will cause the automatic termination of each of the existing
investment advisory or management agreements with Advantage and OpCap
Advisors and each of the existing investment advisory agreements with SBAM.
Therefore, in order to ensure continuity of management, stockholders are
being asked to approve substantially identical new agreements with
Advantage, OpCap Advisors and SBAM.

Q. HOW WILL THE TRANSACTION AFFECT ME AS A FUND STOCKHOLDER?

A. Your Fund shares and the fees charged each Fund will not change as a result
of the transaction. Moreover, the PIMCO Parties have advised each Fund's
Board that Advantage and OpCap Advisors will continue following the
transaction to provide the high-quality services to which you've grown
accustomed. Consequently, management of each Fund believes that the
transaction will not adversely affect the operations of the Fund.

Q. HOW DO THE BOARDS RECOMMEND THAT I VOTE?

A. After careful consideration, the Board of Directors of each Fund, including
its independent directors, recommends that stockholders vote "FOR" each of
the proposals relating to such Fund on the enclosed proxy card.

Q. WHOM DO I CALL IF I HAVE QUESTIONS?

A. If you have any questions, please feel free to call the proxy solicitor,
D.F. King & Co., Inc., at 1-800- _________ to answer any questions you may
have regarding the voting of your shares, and please feel free to call us
at 1-800-421-4777 to answer any questions regarding the transaction or
other matters.

PLEASE VOTE
YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY SHARES YOU OWN

<PAGE>

---------------

NOTICE OF MEETINGS OF STOCKHOLDERS

---------------

April __, 1997

To the stockholders of the above funds:

Notice is hereby given that special meetings of the stockholders of each of
the above funds (each, a "Fund" and, collectively, the "Funds") other than The
Emerging Markets Floating Rate Fund Inc. and Municipal Partners Fund Inc., and
annual meetings of the stockholders of each of The Emerging Markets Floating
Rate Fund Inc. and Municipal Partners Fund Inc., will be held on June __, 1997,
at Oppenheimer Tower, 200 Liberty Street, One World Financial Center, New York,
New York on the 40th Floor at the following times:

The Emerging Markets Income Fund Inc: 10:00 a.m.
The Emerging Markets Income Fund II Inc: 10:30 a.m.
The Emerging Markets Floating Rate Fund Inc.: 11:00 a.m.
Global Partners Income Fund Inc.: 11:30 a.m.
Municipal Advantage Fund Inc.: 12:00 p.m.
Municipal Partners Fund Inc.: 12:30 p.m.
Municipal Partners Fund II Inc.: 1:00 p.m.
The Czech Republic Fund, Inc.: 1:30 p.m.

The meetings will be held for the following purposes:

The following proposal relates to each Fund:

1. The approval of a new investment management or advisory agreement
between Advantage Advisers, Inc. ("Advantage"), the Fund's investment manager or
adviser, as the case may be, and the Fund. No fee increase is proposed.

<PAGE>

The following proposal relates to The Emerging Markets Income Fund II Inc, The
Emerging Markets Floating Rate Fund Inc., Global Partners Income Fund Inc.,
Municipal Partners Fund Inc. and Municipal Partners Fund II Inc.:

2. The approval of a new investment advisory and administration agreement
among Advantage, Salomon Brothers Asset Management Inc, the Fund's investment
adviser, and the Fund. No fee increase is proposed.

The following proposal relates to Municipal Advantage Fund Inc. and The Czech
Republic Fund, Inc.:

3. The approval of a new investment advisory or investment advisory and
administration agreement, as the case may be, among Advantage, OpCap Advisors,
the Fund's investment adviser, and the Fund. No fee increase is proposed.

The following proposal relates to The Emerging Markets Floating Rate Fund Inc.
and Municipal Partners Fund Inc.:

4. The election of directors to the Board of Directors, to hold office
until their successors are duly elected and qualified.

The following proposal relates to The Emerging Markets Floating Rate Fund Inc.
and Municipal Partners Fund Inc.:

5. The ratification of the selection of Price Waterhouse LLP as the
independent accountants of the Fund.

The following relates to each Fund:

To conduct any other business as may properly come before the meeting or
any adjournments thereof.

<PAGE>

The close of business on _____________, 1997 has been fixed as the record
date for the determination of stockholders who will be entitled to receive
notice of, and to vote at, each of the meetings and any adjournments thereof.

By Order of the Boards of Directors,

By the respective Secretary of the following Funds:

New York, New York
April __, 1997

- - --------------------------------------------------------------------------------
TO AVOID UNNECESSARY EXPENSE OF FURTHER SOLICITATION, WE URGE YOU to indicate
voting instructions on the enclosed proxy card, date and sign it and return it
promptly in the envelope provided, no matter how large or small your holdings
may be.
- - --------------------------------------------------------------------------------

<PAGE>

COMBINED PROXY STATEMENT

Meetings of Stockholders

This combined proxy statement is furnished in connection with a
solicitation of proxies by the Board of Directors of each of the above funds
(each, a "Fund" and, collectively, the "Funds"), to be used at meetings of
stockholders (in each case, the "Meeting") of the Funds and any adjournments
thereof. Each Meeting will be held on June __, 1997, at Oppenheimer Tower, 200
Liberty Street, One World Financial Center, New York, New York on the 40th Floor
at the following times: 10:00 a.m. for The Emerging Markets Income Fund Inc,
10:30 a.m. for The Emerging Markets Income Fund II Inc, 11:00 a.m. for The
Emerging Markets Floating Rate Fund Inc., 11:30 a.m. for Global Partners Income
Fund Inc., 12:00 p.m. for Municipal Advantage Fund Inc., 12:30 p.m. for
Municipal Partners Fund Inc., 1:00 p.m. for Municipal Partners Fund II Inc. and
1:30 p.m. for The Czech Republic Fund, Inc. This proxy statement and the
accompanying form of proxy are first being mailed to stockholders on or about
April __, 1997.

The primary purpose of the Meetings is to permit each Fund's stockholders
to consider one or more new investment management and/or advisory agreements to
take effect upon consummation of the transaction (the "Acquisition")
contemplated by the Agreement and Plan of Merger, dated as of February 13, 1997
(the "Merger Agreement"), by and among PIMCO Advisors L.P. ("PIMCO Advisors")
and its affiliate, Thomson Advisory Group Inc. ("TAG" and, collectively with
PIMCO Advisors, the "PIMCO Parties"), and Oppenheimer Group, Inc. ("OGI") and
its subsidiary, Oppenheimer Financial Corp. ("Opfin" and, collectively with OGI,
"Oppenheimer"). Pursuant to the Merger Agreement, the PIMCO Parties will acquire
all of the stock of Advantage Advisers, Inc. ("Advantage"), which serves as
investment adviser to The Emerging Markets Income Fund Inc and as investment
manager to each other Fund, and a controlling interest in Oppenheimer Capital,
whose subsidiary, OpCap Advisors, serves as investment adviser to The Czech
Republic Fund, Inc. and as investment adviser and administrator to Municipal
Advantage Fund Inc. For a discussion of the Acquisition, see "The Acquisition"
under Proposal 1 below. Pursuant to the Investment Company Act of 1940, as
amended (the "Investment Company Act"), consummation of the Acquisition will
cause the automatic termination of each Fund's investment management or advisory
agreements with Advantage and OpCap Advisors. Therefore, in order to ensure
continuity in the management of the Funds, stockholders of The Emerging Markets
Income Fund Inc are being asked to approve a new advisory agreement and
stockholders of each other Fund are being asked to approve a new management
agreement, in each case, with Advantage. For the

<PAGE>

same reason, stockholders of The Czech Republic Fund, Inc. are being asked to
approve a new investment advisory agreement and stockholders of Municipal
Advantage Fund Inc. are being asked to approve a new investment advisory and
administration agreement, in each case, with Advantage and OpCap Advisors.
Moreover, since Advantage is a party to the investment advisory and
administration agreement with each SBAM Fund (as defined on the following page)
and Salomon Brothers Asset Management Inc ("SBAM"), which serves as investment
adviser and administrator to each SBAM Fund, stockholders of each SBAM Fund are
being asked to approve a new investment advisory and administration agreement
with Advantage and SBAM so that SBAM may continue to serve as investment adviser
and administrator to the SBAM Fund. In addition, the Meeting will serve as the
annual meeting of the stockholders of The Emerging Markets Floating Rate Fund
Inc. and Municipal Partners Fund Inc., and such stockholders also are requested
to vote on the election of directors for the respective Funds and ratify the
selection of the Funds' respective independent accountants.

Stockholders who execute proxies retain the right to revoke them in person
at the relevant Meeting or by written notice received by the Secretary of the
relevant Fund at any time before they are voted. Unrevoked proxies will be voted
in accordance with the specifications thereon and, unless specified to the
contrary, will be voted FOR each of the proposals set forth below (each, a
"Proposal" and, collectively, the "Proposals"). The close of business on
__________, 1997 has been fixed as the record date (the "Record Date") for the
determination of stockholders of each Fund entitled to notice of, and to vote
at, the relevant Meeting and any adjournments thereof. Each stockholder is
entitled to one vote for each full share (and a fractional vote for each
fractional share) held of record on the Record Date, with no shares having
cumulative voting rights. On the Record Date, each Fund had outstanding the
number of shares indicated in the separate fund exhibit pertaining to the Funds
(the "Fund Exhibit") accompanying, and forming an important part of, this proxy
statement. Stockholders of each Fund can vote only on those Proposals affecting
their Fund, and stockholders of each Fund will vote separately on each such
Proposal from stockholders of the other Funds voting on such Proposal. All of
the outstanding capital stock of each Fund will vote together as a single class
with respect to each Proposal.

The Proposals are to be voted upon by stockholders of the Funds as follows:

<TABLE>
<CAPTION>
===================================================== ==============================================================
Proposal Funds to which the Proposal Applies
===================================================== ==============================================================
<S> <C>
1. Approval of a new investment management or All Funds.
advisory agreement between Advantage and the
Fund.
===================================================== ==============================================================
2. Approval of a new investment advisory and The Emerging Markets Income Fund II Inc, The Emerging
administration agreement among Advantage, Markets Floating Rate Fund Inc., Global Partners Income Fund
SBAM and the Fund. Inc., Municipal Partners Fund Inc. and Municipal Partners
Fund II Inc.
===================================================== ==============================================================
</TABLE>

<PAGE>

3
<TABLE>
<CAPTION>
===================================================== ==============================================================
Proposal Funds to which the Proposal Applies
===================================================== ==============================================================
<S> <C>
3. Approval of a new investment advisory or Municipal Advantage Fund Inc. and The Czech Republic Fund,
investment advisory and administration Inc.
agreement among Advantage, OpCap Advisors and
the Fund.
===================================================== ==============================================================
4. Election of directors to the Board of The Emerging Markets Floating Rate Fund Inc. and Municipal
Directors to hold office until their Partners Fund Inc.
successors are duly elected and qualified.
===================================================== ==============================================================
5. Ratification of the selection of Price The Emerging Markets Floating Rate Fund Inc. and Municipal
Waterhouse LLP as the independent accountants Partners Fund Inc.
of the Fund.
===================================================== ==============================================================
</TABLE>

Abstentions and Broker Non-Votes (reflected by signed but unvoted proxies),
as defined below, do not count as votes cast with respect to any Proposal. With
respect to a Proposal requiring the affirmative vote of a majority of a Fund's
outstanding shares of capital stock, the effect of abstentions and Broker
Non-Votes is the same as a vote against such Proposal. "Broker Non-Votes" are
shares held in the name of a broker or nominee for which an executed proxy is
received by a Fund, but are not voted on the Proposal because voting
instructions have not been received from the beneficial owners or persons
entitled to vote and the broker or nominee does not have discretionary voting
power.

EACH FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS MOST RECENT ANNUAL
REPORT TO STOCKHOLDERS AND ITS MOST RECENT SEMI-ANNUAL REPORT TO STOCKHOLDERS,
IF ANY, SUCCEEDING SUCH ANNUAL REPORT, TO ANY STOCKHOLDER UPON REQUEST. REQUESTS
SHOULD BE DIRECTED TO THE SECRETARY OF THE RELEVANT FUND IN WRITING AT ITS
ADDRESS BELOW OR BY CALLING 1-800-421-4777.

The principal executive offices of The Emerging Markets Income Fund II Inc,
The Emerging Markets Floating Rate Fund Inc., Global Partners Income Fund Inc.,
Municipal Partners Fund Inc. and Municipal Partners Fund II Inc. (each sometimes
referred to herein as an "SBAM Fund" and collectively as the "SBAM Funds") and
The Emerging Markets Income Fund Inc are located at 7 World Trade Center, New
York, New York 10048. The principal executive offices of Municipal Advantage
Fund Inc. and The Czech Republic Fund, Inc. (each sometimes referred to herein
as an "OpCap Fund" and collectively as the "OpCap Funds") are located at
Oppenheimer Tower, 200 Liberty Street, One World Financial Center, New York, New
York 10281. Each of the Funds is a closed-end management investment company.

In the event that a quorum is not present at the Meeting of any Fund, or in
the event that a quorum is present but sufficient votes to approve any of the
Proposals to be acted on at such Meeting are not received, the persons named as
proxies may propose one or more

<PAGE>
4

adjournments of the Meeting to a date not more than 120 days after the Record
Date to permit further solicitation of proxies. Any such adjournment will
require the affirmative vote of a majority of those shares present at the
relevant Meeting in person or by proxy. The persons named as proxies will vote
those proxies which they are entitled to vote FOR or AGAINST any such proposal
in their discretion. A stockholder vote may be taken on one or more of the
Proposals in this proxy statement with respect to a Fund prior to any such
adjournment if sufficient votes have been received for approval. Under the
By-Laws of each Fund, a quorum is constituted by the presence in person or by
proxy of the holders of record of a majority of the outstanding shares of the
Fund entitled to vote at the Meeting.

PROPOSAL 1. APPROVAL OF A NEW INVESTMENT MANAGEMENT OR
ADVISORY AGREEMENT BETWEEN ADVANTAGE AND THE FUND

Stockholders of each of the Funds will vote on this Proposal.

Introduction

Advantage serves as investment adviser to The Emerging Markets Income Fund
Inc pursuant to an advisory agreement with such Fund and as investment manager
to each other Fund pursuant to a management agreement with such Fund (in each
case, the "Existing Advantage Agreement" and, collectively, the "Existing
Advantage Agreements"), the date of each of which is set forth in the Fund
Exhibit. The Fund Exhibit sets forth the respective dates on which each Fund's
stockholders and its Board of Directors, including a majority of the directors
who are not "interested persons" (as defined in the Investment Company Act) of
such Fund or Advantage, most recently approved the Fund's Existing Advantage
Agreement.

As required by the Investment Company Act, each Existing Advantage
Agreement provides for its automatic termination in the event of its
"assignment", as defined in such Act. As discussed below, consummation of the
Acquisition will constitute an assignment of the Existing Advantage Agreement
with each Fund. Therefore, in anticipation of the Acquisition, the Board of
Directors of each Fund is proposing that its stockholders approve a new
investment management or advisory agreement between the Fund and Advantage (in
each case, the "New Advantage Agreement" and, collectively, the "New Advantage
Agreements"). The New Advantage Agreement proposed for each Fund is
substantially identical to its Existing Advantage Agreement. A description of
the New Advantage Agreement proposed for each Fund, including the services to be
provided by Advantage thereunder, is set forth below. The description is
qualified in its entirety by reference to the form of New Advantage Agreement
attached hereto as Exhibit B-1.

Information Concerning Advantage

Advantage is a corporation organized under the laws of Delaware on May 31,
1990 and a registered investment adviser under the Investment Advisers Act of
1940, as amended (the "Advisers Act"). Advantage has served as investment
adviser or manager, as the case may be, to each Fund pursuant to such Fund's
Existing Advantage Agreement since

<PAGE>
5

commencement of the Fund's operations. As of March 31, 1997, Advantage had
approximately $_____ billion of assets under management. The Fund Exhibit
provides information with respect to the investment companies with similar
investment objectives to each Fund for which Advantage provides management,
advisory or sub-advisory services.

Advantage currently is a wholly-owned subsidiary of Oppenheimer & Co., Inc.
("OpCo"). All of the issued and outstanding stock of OpCo is owned by
Oppenheimer Holdings, Inc., which in turn is a wholly-owned subsidiary of
Oppenheimer Equities, Inc. Oppenheimer Equities, Inc. is a wholly-owned
subsidiary of Opfin, which in turn is a wholly-owned subsidiary of OGI.
Oppenheimer & Co., L.P. ("OpCo LP") currently owns approximately 71% of the
common stock of OGI. Nathan Gantcher and Stephen Robert are the managing general
partners of OpCo LP, the remaining general and limited partner interests of
which are owned by employees of OpCo and its affiliates, including Alan H.
Rappaport, Mark C. Biderman, Robert I. Kleinberg and Dennis E. Feeney, each of
whom is both a general and limited partner of OpCo LP and serves as a director
and/or officer of one or more of the Funds, and Robert A. Blum, who is a limited
partner of OpCo LP and serves as an officer of two Funds. The principal business
address of each of the foregoing entities is Oppenheimer Tower, 200 Liberty
Street, One World Financial Center, New York, New York 10281. The principal
business address of Advantage following the Acquisition will be 800 Newport
Center Drive, Suite 100, Newport Beach, California 92660.

The names, titles and principal occupations of the current directors and
executive officers of Advantage are set forth in the following table. The
business address of each person listed below is Oppenheimer Tower, 200 Liberty
Street, One World Financial Center, New York, New York, 10281.

<TABLE>
<CAPTION>
Title and
Name Principal Occupation
---- --------------------
<S> <C>
Stephen Robert........................................ Chairman of Advantage and Chairman and Co-Chief
Executive Officer of OpCo

Alan H. Rappaport..................................... President and Member of the Board of Advantage and
Executive Vice President of OpCo

Mark C. Biderman...................................... Executive Vice President of Advantage and Managing
Director of OpCo

Nitin Sheth........................................... Vice President of Advantage and Managing Director and
Director of Corporate Taxes of OpCo

Charles J. DeMarco.................................... Vice President of Advantage and Vice President of OpCo

Melvin S. Herman...................................... Treasurer of Advantage and Managing Director and
Treasurer of OpCo
</TABLE>

<PAGE>
6

<TABLE>
<CAPTION>
Title and
Name Principal Occupation
---- --------------------
<S> <C>

Robert I. Kleinberg................................... Secretary and Member of the Board of Advantage and
Executive Vice President, Secretary and General
Counsel of OpCo

Robert A. Blum........................................ Assistant Secretary of Advantage and Associate General
Counsel and Managing Director of OpCo

Joyce L. Kramer....................................... Assistant Secretary of Advantage and Deputy General
Counsel and Managing Director of OpCo
</TABLE>

The names, titles and principal occupations of the directors and
executive officers of Advantage expected to be in effect upon the consummation
of the Acquisition are set forth in the following table.

<TABLE>
<CAPTION>
Title and
Name Principal Occupation
---- --------------------
<S> <C>

William D. Cvengros................................... Chief Executive Officer, President and Member of the
Board of Advantage and Chief Executive Officer and
President of PIMCO Advisors

Robert M. Fitzgerald.................................. Senior Vice President, Chief Financial Officer and
Principal Accounting Officer of Advantage and
Senior Vice President, Chief Financial Officer and
Principal Accounting Officer of PIMCO Advisors

Kenneth M. Poovey..................................... Executive Vice President and General Counsel and
Member of the Board of Advantage and Executive Vice
President and General Counsel of PIMCO Advisors

Stephen J. Treadway................................... Executive Vice President and Member of the Board of
Advantage and Executive Vice President of PIMCO
Advisors

James G. Ward......................................... Senior Vice President of Advantage and Senior Vice
President of PIMCO Advisors

Richard M. Weil....................................... Senior Vice President of Advantage and Senior Vice
President of PIMCO Advisors

</TABLE>
<PAGE>
7

The business address of each person listed above other than Mr. Treadway
will be 800 Newport Center Drive, Suite 100, Newport Beach, California 92660 and
the business address of Mr. Treadway will be 2187 Atlantic Street, Stamford,
Connecticut 06902.

Information Concerning the PIMCO Parties

PIMCO Advisors is a publicly traded investment management firm whose
principal business address is 800 Newport Center Drive, Suite 100, Newport
Beach, California 92660. As of March 31, 1997, PIMCO Advisors had approximately
$___ billion of assets under management.

PIMCO Partners, G.P. ("PIMCO GP") owns approximately 42.83% and 66.37%,
respectively (and will at the closing of the Acquisition own a majority of the
voting stock of TAG, which owns approximately 14.94% and 25.06%, respectively),
of the total outstanding Class A and Class B units of limited partner interest
("Units") of PIMCO Advisors and is PIMCO Advisors' sole general partner. PIMCO
GP is a California general partnership with two general partners. The first of
these is an indirect wholly-owned subsidiary of Pacific Mutual Life Insurance
Company ("Pacific Mutual"). PIMCO Partners L.L.C. ("PPLLC"), a California
limited liability company, is the second, and managing, general partner of PIMCO
GP. PPLLC's members are the Managing Directors (the "PIMCO Managers") of Pacific
Investment Management Company (the "PIMCO Subpartnership"), a subsidiary of
PIMCO Advisors. The PIMCO Managers are: William H. Gross, Dean S. Meiling, James
F. Muzzy, William F. Podlich, III, Frank B. Rabinovitch, Brent R. Harris, John
L. Hague, William S. Thompson Jr., William C. Powers, David H. Edington,
Benjamin Trosky, William R. Benz, II and Lee R. Thomas, III.

PIMCO Advisors is governed by an Operating Board and an Equity Board.
Governance matters are allocated generally to the Operating Board and the
Operating Board delegates to the Operating Committee the authority to manage
day-to-day operations of PIMCO Advisors. The Operating Board is comprised of
twelve members, including the chief executive officer of the PIMCO
Subpartnership, as Chairman, and six PIMCO Managers designated by the PIMCO
Subpartnership. The authority of PIMCO Advisors' Operating Board and Operating
Committee to take certain specified actions is subject to the approval of PIMCO
Advisors' Equity Board. Equity Board approval is required for certain major
transactions (e.g., issuance of additional Units and appointment of PIMCO
Advisors' chief executive officer). In addition, the Equity Board has
jurisdiction over matters such as actions which would have a material effect
upon PIMCO Advisors' business taken as a whole and (after an appeal from an
Operating Board decision) matters likely to have a material adverse economic
effect on any investment management subpartnership of PIMCO Advisors. The Equity
Board is composed of twelve members, including the chief executive officer of
PIMCO Advisors, three members designated by a subsidiary of Pacific Mutual, the
chairman of the Operating Board, two members designated by PPLLC, two members
designated by the preferred stockholders of TAG and three independent members.

<PAGE>
8

Because of its power to appoint (directly or indirectly) seven of the
twelve members of the Operating Board as described above, the PIMCO
Subpartnership may be deemed to control PIMCO Advisors. Because of the direct or
indirect power to appoint 25% of the members of the Equity Board, (i) Pacific
Mutual and (ii) the PIMCO Managers and/or the PIMCO Subpartnership may each be
deemed, under applicable provisions of the Investment Company Act, to control
PIMCO Advisors. Pacific Mutual, the PIMCO Subpartnership and the PIMCO Managers
disclaim such control.

The Acquisition

On February 13, 1997, the PIMCO Parties entered into the Merger Agreement
with Oppenheimer, pursuant to which the PIMCO Parties will acquire all of the
stock of Advantage and all of the direct and indirect interests of Opfin in
Oppenheimer Capital through the merger of OGI with and into TAG. The aggregate
purchase price is approximately $265 million, including the issuance of
convertible preferred stock of TAG and the assumption of certain indebtedness.
The amount of TAG preferred stock comprising the purchase price is subject to
reduction in certain circumstances. The Acquisition is subject to certain
conditions being satisfied prior to closing, including consents from certain
lenders, approvals from regulatory authorities, including a favorable tax ruling
from the Internal Revenue Service, and consents from certain clients. In
addition, the Acquisition is conditioned on the approval by the stockholders of
the relevant Funds of each New Advantage Agreement and each New OpCap Agreement
(as defined below under Proposal 3) being considered at the Meetings. If for any
reason the Acquisition is not consummated, the Existing Advantage Agreements,
Existing SBAM Agreements (as defined below under Proposal 2) and Existing OpCap
Agreements (as defined below under Proposal 3) will remain in effect in
accordance with their terms.

In connection with the consummation of the Acquisition, each of Alan H.
Rappaport, Mark C. Biderman and Robert I. Kleinberg will resign from the Board
of Directors of each Fund of which he is a member (as set forth in the Fund
Exhibit), and it is a condition to such consummation that an officer or employee
of PIMCO Advisors or one of its affiliates will have been elected by each such
Board to join such Board. In addition, it is a condition to such consummation
that the Board of Directors of each SBAM Fund and The Emerging Markets Income
Fund Inc will have elected those persons designated by the PIMCO Parties to hold
such titles with each such Fund as are currently held by persons affiliated with
OpCo and also will have appointed one additional designee of the PIMCO Parties
to the office of Vice President of each such Fund. Moreover, it is a condition
to such consummation that the Board of Directors of each OpCap Fund will have
elected those persons designated by the PIMCO Parties to hold such titles with
each OpCap Fund as may be determined by the PIMCO Parties. Pursuant to the
Merger Agreement, for a period of one year following consummation of the
Acquisition, Messrs. Rappaport and Biderman will act as consultants to Advantage
upon its request with respect to the operations of the Funds, and will receive
compensation for such services as reasonably determined by Advantage.

Upon consummation of the Acquisition, Advantage will be a wholly-owned
subsidiary of TAG, and Oppenheimer Capital and OpCap Advisors will be controlled
by PIMCO

<PAGE>
9

Advisors. Therefore, consummation of the Acquisition will involve a change in
control of Advantage and OpCap Advisors, which will constitute an assignment,
and thus cause a termination, of each Existing Advantage Agreement and each
Existing OpCap Agreement. In addition, since Advantage is a party to each
Existing SBAM Agreement, consummation of the Acquisition will constitute an
assignment of, and thus a termination of, each such agreement. PIMCO Advisors
has advised each Fund that it anticipates upon consummation of the Acquisition
that the eligibility of Advantage to serve as an investment adviser or
investment manager, as the case may be, will not be affected by the Acquisition
and that Advantage will continue to provide the same level of advisory or
management services as have been provided to the Fund to date.

Section 15(f) of the Investment Company Act

Section 15(f) of the Investment Company Act is available to Oppenheimer in
connection with the PIMCO Parties' acquisition of Advantage. Section 15(f)
provides in substance that when a sale of a controlling interest in an
investment adviser occurs, the investment adviser or any of its affiliated
persons may receive any amount or benefit in connection therewith as long as two
conditions are satisfied. First, an "unfair burden" must not be imposed on the
investment company as a result of the transaction relating to the sale of such
interest, or any express or implied terms, conditions or understandings
applicable thereto. The term "unfair burden" (as defined in the Investment
Company Act) includes any arrangement during the two-year period after the
transaction whereby the investment adviser (or predecessor or successor
adviser), or any "interested person" (as defined in the Investment Company Act)
of any such adviser, receives or is entitled to receive any compensation,
directly or indirectly, from the investment company or its security holders
(other than fees for bona fide investment advisory or other services) or from
any person in connection with the purchase or sale of securities or other
property to, from or on behalf of the investment company. Each Fund's Board of
Directors is aware of no circumstances arising from the Acquisition that might
result in an unfair burden being imposed on the Fund. Moreover, the PIMCO
Parties have agreed with Oppenheimer that they will use commercially reasonable
efforts to insure that no unfair burden will be imposed on the Fund by or as a
result of the Acquisition during such two-year period. The second condition of
Section 15(f) is that during the three-year period following the consummation of
a transaction, at least 75% of the investment company's board of directors must
not be "interested persons" of the investment adviser or predecessor adviser.
Each Fund's compliance with or exemption from such 75% disinterested board
requirement is a condition to consummation of the Acquisition, and the PIMCO
Parties have entered into related agreements with Oppenheimer with respect to
such requirement during such three-year period. In connection with compliance
with Section 15(f), the Funds [have filed] an Application with the Securities
and Exchange Commission requesting exemption from the 75% disinterested board
requirement to avoid the need to reconstitute their Boards of Directors as a
result of the Acquisition. There can be no assurance that such exemptive relief
will be granted.

<PAGE>
10

Existing and New Advantage Agreements

The Existing Advantage Agreement and the New Advantage Agreement for each
Fund are substantially identical. The following description of the New Advantage
Agreement for each Fund is qualified in its entirety by reference to the form of
New Advantage Agreement attached hereto as Exhibit B-1.

Services to be Performed

Pursuant to each New Advantage Agreement, Advantage will continue to
supervise the Fund's investment program, including advising and consulting with
the Fund's investment adviser (or manager, in the case of The Emerging Markets
Income Fund Inc) regarding the Fund's overall investment strategy. Advantage
also will provide access to economic information, research and assistance to all
Funds.

Expenses and Advisory Fees

Each New Advantage Agreement provides that the Fund is responsible for all
of its expenses and liabilities, except that Advantage is responsible for the
expenses in connection with maintaining a staff within its organization to
furnish the above services to the Fund and the investment adviser (or manager,
in the case of The Emerging Markets Income Fund Inc).

For each Fund, the rate used to determine fees payable by the Fund pursuant
to its New Advantage Agreement is identical to the rate in its Existing
Advantage Agreement. Consequently, each Fund will pay Advantage a monthly fee at
a rate under its New Advantage Agreement which is identical to the fee rate for
its Existing Advantage Agreement, which is set forth in the Fund Exhibit. For
each Fund, the aggregate amount of investment management or advisory fees paid
by such Fund to Advantage for the Fund's most recent fiscal year under its
Existing Advantage Agreement is set forth in the Fund Exhibit. Advantage
remitted a certain percentage of such fees to third parties, including (i) SBAM,
pursuant to an investment advisory and administration agreement among Advantage,
SBAM and each SBAM Fund (for a discussion of such agreement, see Proposal 2) and
(ii) OpCap Advisors, an affiliated person of Advantage, pursuant to an
investment advisory agreement or an investment advisory and administration
agreement, as the case may be, among Advantage, OpCap Advisors and each OpCap
Fund (for a discussion of such agreement, see Proposal 3).

Limitation of Liability

Each New Advantage Agreement provides that, in the absence of willful
misfeasance, bad faith, gross negligence or reckless disregard for its
obligations thereunder ("disabling conduct"), Advantage shall not be liable to
the Fund or its stockholders for any act or omission in the course of or in
connection with the rendering of its services thereunder. In addition, each New
Advantage Agreement provides that the Fund, under certain circumstances, will
indemnify Advantage against any losses or expenses incurred, including amounts
paid in satisfaction of judgments and reasonable legal costs, not resulting from
disabling conduct.

<PAGE>
11

Duration and Termination

Each Fund's New Advantage Agreement will have an initial term of two years,
and thereafter will continue in effect for successive annual periods provided
such continuance is specifically approved at least annually by (i) a majority of
the members of the Fund's Board of Directors who are not parties to the New
Advantage Agreement, and who are not "interested persons" (as defined in the
Investment Company Act) of any such party, and (ii) a majority of the Fund's
Board of Directors or the holders of a "majority of the outstanding voting
securities" (as defined in the Investment Company Act) of the Fund. For each
Fund, its New Advantage Agreement may be terminated, without penalty, on 60
days' notice, by the Fund's Board of Directors, by a vote of the holders of a
"majority of the outstanding voting securities" of the Fund, or by Advantage,
and each New Advantage Agreement will terminate automatically in the event of
its assignment.

Evaluation by the Boards of Directors

At a meeting held on April 1, 1997, each Fund's Board of Directors,
including the Board members who are not "interested persons" (as defined in the
Investment Company Act) of any party to the New Advantage Agreement, approved
the New Advantage Agreement for such Fund and recommended that stockholders of
the Fund approve such agreement. Each New Advantage Agreement will become
effective on the later of the date the Acquisition is consummated and the date
the stockholders of the relevant Fund approve such agreement.

In approving the New Advantage Agreement and determining to submit it to
stockholders for their approval, the Board of Directors of each Fund has
determined that continuity and efficiency of management or advisory services
after the Acquisition can best be assured by approving the New Advantage
Agreement on behalf of the Fund. The Board of Directors of each Fund believes
that the New Advantage Agreement will enable the Fund to obtain high-quality
services at costs which it deems appropriate and reasonable and that approval of
the New Advantage Agreement is in the best interests of the Fund and its
stockholders.

In evaluating the New Advantage Agreement, each Fund's Board of Directors
requested and reviewed, with the assistance of its own legal counsel, materials
furnished by Advantage and PIMCO Advisors. These materials included financial
statements as well as other written information regarding PIMCO Advisors and its
personnel, operations and financial condition. Each Board also considered
comparative fee information concerning other investment companies advised by
Advantage with similar investment objectives, which information is presented in
the Fund Exhibit. Each Fund's Board of Directors also considered that the
Existing Advantage Agreement and the New Advantage Agreement, including the
terms relating to the services to be performed thereunder by Advantage and the
expenses and fees payable by the Fund, are substantially identical. Comparisons
were made between the New Advantage Agreement and similar arrangements by other
investment companies, particularly with regard to levels of fees. Each Fund's
Board also met with representatives of PIMCO Advisors to discuss their current
intentions with respect to Advantage.

<PAGE>
12

Each Fund's Board of Directors, with its legal counsel, also considered (i)
the nature, quality and scope of the operations and services to date provided by
Advantage to the Fund, and which are expected to continue to be provided after
the Acquisition with no change in fees, (ii) the commitment of the PIMCO Parties
to maintain and enhance the services provided to the Fund by Advantage, (iii)
the overall experience and reputation of Advantage in providing such services,
and the likelihood of its continued financial stability, (iv) the benefits to
Advantage of its relationship with the Fund, (v) the overall experience and
reputation the PIMCO Parties, as well as their financial stability, (vi) any
aspects of the Acquisition that would affect the ability of Advantage to retain
and attract qualified personnel, (vii) possible alternatives to approval of the
New Advantage Agreement, (viii) the costs, if any, to be incurred by the Fund in
connection with approval of the New Advantage Agreement and (ix) the benefits of
continuity in the services to be provided under the New Advantage Agreement.

Based upon its review of the above factors, the Board of Directors of each
Fund concluded that the New Advantage Agreement is in the best interests of the
Fund and its stockholders.

Certain directors and officers of each Fund may have a substantial interest
in the approval of the New Advantage Agreement for such Fund as a result of
their interests in Advantage or affiliates thereof, as described above under
"Information Concerning Advantage" and in the Fund Exhibit.

Required Vote

As provided by the Investment Company Act, approval of each Fund's New
Advantage Agreement will require the affirmative vote of a "majority of the
outstanding voting securities" of the Fund. Under the Investment Company Act,
the vote of a "majority of the outstanding voting securities" means the
affirmative vote of the lesser of (a) 67% or more of the shares of the Fund
entitled to vote thereon present or represented by proxy at the Meeting, if the
holders of more than 50% of the outstanding shares of the Fund entitled to vote
thereon are present or represented by proxy, or (b) more than 50% of the total
outstanding shares of the Fund entitled to vote thereon.

THE DIRECTORS OF EACH FUND, INCLUDING THE DIRECTORS WHO ARE NOT
"INTERESTED PERSONS" (AS DEFINED IN THE INVESTMENT COMPANY ACT) OF THE
FUND, ADVANTAGE, PIMCO ADVISORS OR THEIR AFFILIATES, RECOMMEND THAT THE
STOCKHOLDERS OF THE FUND VOTE IN FAVOR OF THE NEW ADVANTAGE AGREEMENT.

<PAGE>
13

PROPOSAL 2. APPROVAL OF A NEW INVESTMENT ADVISORY AND
ADMINISTRATION AGREEMENT AMONG ADVANTAGE, SBAM AND THE FUND

Stockholders of The Emerging Markets Income Fund II Inc, The Emerging
Markets Floating Rate Fund Inc., Global Partners Income Fund Inc., Municipal
Partners Fund Inc. and Municipal Partners Fund II Inc. will vote on this
Proposal.

Introduction

SBAM serves as investment adviser and administrator to each SBAM Fund
pursuant to an investment advisory and administration agreement among Advantage,
SBAM and such SBAM Fund (in each case, the "Existing SBAM Agreement" and,
collectively, the "Existing SBAM Agreements"), the date of each of which is set
forth in the Fund Exhibit. In addition, SBAM serves as investment manager and
administrator to The Emerging Markets Income Fund Inc pursuant to a management
agreement with such Fund. The Fund Exhibit sets forth the respective dates on
which each SBAM Fund's stockholders and Board of Directors, including a majority
of the directors who are not "interested persons" (as defined in the Investment
Company Act) of such SBAM Fund, Advantage or SBAM, most recently approved the
SBAM Fund's Existing SBAM Agreement.

As required by the Investment Company Act, each Existing SBAM Agreement
provides for its automatic termination in the event of its "assignment", as
defined in such Act. Since Advantage is a party to each Existing SBAM Agreement,
consummation of the Acquisition will constitute an assignment by Advantage of
each such agreement. For a discussion of the Acquisition, see "The Acquisition"
under Proposal 1 above. Therefore, in anticipation of the Acquisition, the Board
of Directors of each SBAM Fund is proposing that its stockholders approve a new
investment advisory and administration agreement among the Advantage, SBAM and
the SBAM Fund (in each case, the "New SBAM Agreement" and, collectively, the
"New SBAM Agreements"). The New SBAM Agreement proposed for each SBAM Fund is
substantially identical to its Existing SBAM Agreement. A description of the New
SBAM Agreement proposed for each SBAM Fund, including the services to be
provided by SBAM thereunder, is set forth below. The description is qualified in
its entirety by reference to the form of New SBAM Agreement for each SBAM Fund
attached hereto as Exhibit B-2.

Information Concerning SBAM

SBAM is a corporation organized under the laws of Delaware on December 24,
1987 and a registered investment adviser under the Advisers Act. SBAM has served
as investment adviser and administrator to each SBAM Fund pursuant to such SBAM
Fund's Existing SBAM Agreement since commencement of the Fund's operations. As
of March 31, 1997, SBAM had approximately $_______ billion of assets under
management. The Fund Exhibit provides information with respect to the investment
companies with similar investment objectives to each SBAM Fund for which SBAM
provides management, advisory or sub-advisory services.

<PAGE>
14

SBAM is an indirect wholly-owned subsidiary of Salomon Brothers Holding
Company Inc, which in turn is a wholly-owned subsidiary of Salomon Inc. The
principal business address of each of the foregoing entities is 7 World Trade
Center, New York, New York 10048.

The names, titles and principal occupations of the current directors and
executive officers of SBAM are set forth in the following table.

Title and
Name Principal Occupation
---- --------------------

Thomas W. Brock Chairman, Chief Executive Officer and
Managing Director of SBAM and
Managing Director and Member of the
Management Board of Salomon
Brothers Inc

Michael S. Hyland President, Managing Director and
Member of the Board of
SBAM and Managing Director of
Salomon Brothers Inc

Rodney B. Berens Managing Director and Member of Board
of Directors of SBAM and Managing
Director and Member of the
Management Board of Salomon
Brothers Inc

Vilas Gadkari Managing Director and Member of the
Board of SBAM and Managing
Director of Salomon Brothers Inc

Richard J. Carbone Treasurer of SBAM and Managing
Director of Salomon Brothers Inc

Zachary Snow Secretary of SBAM and Managing
Director and Counsel of Salomon
Brothers Inc

The business address of each person listed above other than Mr. Gadkari is
7 World Trade Center, New York, New York 10048 and the business address of Mr.
Gadkari is Victoria Plaza, 111 Buckingham Palace Road, London, England SW1W OSB.

Each SBAM Fund has been informed that Berkshire Hathaway, Inc., a Delaware
corporation, owned beneficially as of March 31, 1997, shares of Common Stock and
Preferred Stock, Series A, of Salomon Inc, aggregating approximately __% of the
votes entitled to be cast by the outstanding voting securities of Salomon Inc.

<PAGE>
15

Existing and New SBAM Agreements

The Existing SBAM Agreement and the New SBAM Agreement for each SBAM Fund
are substantially identical. The following description of the New SBAM Agreement
for each SBAM Fund is qualified in its entirety by reference to the form of New
SBAM Agreement attached hereto as Exhibit B-2.

Services to be Performed

Pursuant to each New SBAM Agreement, subject to the direction and control
of the directors of the SBAM Fund and in consultation with Advantage, SBAM will
make investment strategy decisions for each SBAM Fund, manage the investing and
reinvesting of assets in accordance with the SBAM Fund's stated policies, place
purchase and sale orders for the SBAM Fund, provide financial research and data
to the SBAM Fund and be responsible for administrative and stockholder services.
SBAM subcontracts certain of its contractual administrative responsibilities to
the entities listed in the Fund Exhibit.

Expenses and Advisory Fees

Each New SBAM Agreement provides that the SBAM Fund is responsible for all
of its expenses and liabilities, except that SBAM is responsible for the
expenses in connection with providing facilities and personnel reasonably
necessary for the performance of the services to be provided by it to the SBAM
Fund.

For each SBAM Fund, the rate used to determine fees payable to SBAM
pursuant to the New SBAM Agreement is identical to the rate in its Existing SBAM
Agreement. Consequently, SBAM will be paid a monthly fee at a rate under each
SBAM Fund's New SBAM Agreement which is identical to the fee rate for its
Existing SBAM Agreement, which is set forth in the Fund Exhibit. For each SBAM
Fund, the aggregate amount of fees paid to SBAM for the SBAM Fund's most recent
fiscal year under its Existing SBAM Agreement is set forth in the Fund Exhibit.

Limitation of Liability

Each New SBAM Agreement provides that in the absence of willful
misfeasance, bad faith, gross negligence or reckless disregard of its
obligations thereunder ("disabling conduct"), SBAM shall not be liable to the
SBAM Fund or its stockholders for any act or omission in the course of or in
connection with the rendering of its services thereunder. In addition, each New
SBAM Agreement provides that the SBAM Fund, under certain circumstances, will
indemnify SBAM against any losses or expenses incurred, including amounts paid
in satisfaction of judgments and reasonable legal costs, not resulting from
disabling conduct.

<PAGE>
16

Duration and Termination

Each SBAM Fund's New SBAM Agreement will have an initial term of two years,
and thereafter will continue in effect for successive annual periods provided
such continuance is specifically approved at least annually by (i) a majority of
the members of the SBAM Fund's Board of Directors who are not parties to the New
SBAM Agreement, and who are not "interested persons" (as defined in the
Investment Company Act) of any such party, and (ii) a majority of the SBAM
Fund's Board of Directors or the holders of a "majority of the outstanding
voting securities" (as defined in the Investment Company Act) of the SBAM Fund.
For each SBAM Fund, its New SBAM Agreement may be terminated, without penalty,
on 60 days' notice, by the SBAM Fund's Board of Directors, by a vote of the
holders of a "majority of the outstanding voting securities" of the SBAM Fund,
or by SBAM, and each New SBAM Agreement will terminate automatically in the
event of its assignment.

Evaluation by the Boards of Directors

At a meeting held on April 1, 1997, each SBAM Fund's Board of Directors,
including the Board members who are not "interested persons" (as defined in the
Investment Company Act) of any party to the New SBAM Agreement, approved the New
SBAM Agreement for such SBAM Fund and recommended that stockholders of the SBAM
Fund approve such agreement. Each New SBAM Agreement will become effective on
the later of the date the Acquisition is consummated and the date the
stockholders of the relevant Fund approve such agreement.

In approving the New SBAM Agreement and determining to submit it to the
stockholders for their approval, the Board of Directors of each SBAM Fund has
determined that continuity and efficiency of management or advisory services
after the Acquisition can best be assured by approving the New SBAM Agreement on
behalf of the SBAM Fund. The Board of each SBAM Fund believes that the New SBAM
Agreement will enable the SBAM Fund to obtain high-quality services at costs
which it deems appropriate and reasonable and that approval of the New SBAM
Agreement is in the best interests of the SBAM Fund and its stockholders.

In evaluating the New SBAM Agreement, each SBAM Fund's Board of Directors
requested and reviewed, with the assistance of its own legal counsel, materials
furnished by SBAM. These materials included financial statements as well as
other written information regarding SBAM and its personnel, operations and
financial condition. Each SBAM Fund's Board of Directors also considered
comparative fee information concerning other investment companies advised by
SBAM with similar investment objectives, which information is presented in the
Fund Exhibit. Each SBAM Fund's Board of Directors also considered that the
Existing SBAM Agreement and the New SBAM Agreement, including the terms relating
to the services to be performed thereunder by SBAM and the expenses and advisory
fees payable to SBAM, are substantially identical. Comparisons also were made
between the New SBAM Agreement and similar arrangements by other investment
companies, particularly with regard to levels of fees.

<PAGE>
17

Each SBAM Fund's Board of Directors, with its legal counsel, also
considered (i) the nature, quality and scope of the services provided to date by
SBAM, and which are expected to continue to be provided after the Acquisition
with no change in fees, (ii) the commitment of SBAM to maintain and enhance the
services provided to the Fund by it, (iii) the overall experience and reputation
of SBAM in providing such services, and the likelihood of its financial
stability, (iv) the benefits to SBAM of its relationship with the SBAM Fund, (v)
that the Acquisition will have no impact on SBAM, its personnel or the services
it provides to the SBAM Fund, (vi) possible alternatives to approval of the New
SBAM Agreement, (vii) the costs, if any, to be incurred by the SBAM Fund in
connection with approval of the New SBAM Agreement and (viii) the benefits of
continuity in the services to be provided under the New SBAM Agreement.

Based upon its review of the above factors, the Board of Directors of each
SBAM Fund concluded that the New SBAM Agreement is in the best interests of the
SBAM Fund and its stockholders.

Certain directors and officers of each SBAM Fund may have a substantial
interest in the approval of the New SBAM Agreement for such Fund as a result of
their interests in SBAM or affiliates thereof, as described in the Fund Exhibit.

Required Vote

As provided by the Investment Company Act, approval of each SBAM Fund's New
SBAM Agreement will require the affirmative vote of a "majority of the
outstanding voting securities" of the SBAM Fund. For a discussion of the
definition of a "majority of the outstanding voting securities", see "Required
Vote" under Proposal 1 above.

THE DIRECTORS OF EACH FUND, INCLUDING THE DIRECTORS WHO ARE NOT
"INTERESTED PERSONS" (AS DEFINED IN THE INVESTMENT COMPANY ACT) OF THE
FUND, ADVANTAGE, SBAM, PIMCO ADVISORS OR THEIR AFFILIATES, RECOMMEND THAT
THE STOCKHOLDERS OF THE FUND VOTE IN FAVOR OF THE NEW SBAM AGREEMENT.

<PAGE>
18

PROPOSAL 3. APPROVAL OF A NEW INVESTMENT ADVISORY OR
INVESTMENT ADVISORY AND ADMINISTRATION AGREEMENT AMONG
ADVANTAGE, OPCAP ADVISORS AND THE FUND

Stockholders of Municipal Advantage Fund Inc. and The Czech Republic Fund,
Inc. will vote on this Proposal.

Introduction

OpCap Advisors serves as investment adviser and administrator to Municipal
Advantage Fund Inc. pursuant to an investment advisory and administration
agreement among Advantage, OpCap Advisors and such Fund and as investment
adviser to The Czech Republic Fund, Inc. pursuant to an investment advisory
agreement among Advantage, OpCap Advisors and such Fund (in each case, the
"Existing OpCap Agreement" and, collectively, the "Existing OpCap Agreements"),
the date of each of which is set forth in the Fund Exhibit. The Fund Exhibit
sets forth the respective dates on which each OpCap Fund's stockholders and
Board of Directors, including a majority of the directors who are not
"interested persons" (as defined in the Investment Company Act) of such OpCap
Fund, Advantage or OpCap Advisors, most recently approved the OpCap Fund's
Existing OpCap Agreement.

As required by the Investment Company Act, each Existing OpCap Agreement
provides for its automatic termination in the event of its "assignment", as
defined in such Act. Since Advantage and OpCap Advisors are parties to each
Existing OpCap Agreement, consummation of the Acquisition will constitute an
assignment by each of Advantage and OpCap Advisors of each such Agreement. For a
discussion of the Acquisition, see "The Acquisition" under Proposal 1 above.
Therefore, in anticipation of the Acquisition, the Board of Directors of each
OpCap Fund is proposing that its stockholders approve a new investment advisory
or investment advisory and administration agreement among Advantage, OpCap
Advisors and the OpCap Fund (in each case, the "New OpCap Agreement" and,
collectively, the "New OpCap Agreements"). The New OpCap Agreement proposed for
each OpCap Fund is substantially identical to its Existing OpCap Agreement. In
this connection, stockholders of The Czech Republic Fund, Inc. should note that
such Fund's New OpCap Agreement has an initial term of two years, while its
Existing OpCap Agreement has a one year initial term. A description of the New
OpCap Agreement proposed for each OpCap Fund, including the services to be
provided by OpCap thereunder, is set forth below. The description is qualified
in its entirety by reference to the form of New OpCap Agreement for each OpCap
Fund attached hereto as Exhibit B-3.

Information Concerning OpCap Advisors

OpCap Advisors, formerly known as Quest for Value Advisors, is a Delaware
general partnership and a registered investment adviser under the Advisers Act.
OpCap Advisors has served as the investment adviser and administrator to
Municipal Advantage Fund Inc. since commencement of the Fund's operations. OpCap
Advisors has served as the investment adviser to The Czech Republic Fund, Inc.
since commencement of the Fund's operations. As of March 31, 1997, OpCap
Advisors had approximately $______ of assets under management.

<PAGE>
19

The Fund Exhibit provides information with respect to the investment companies
with similar investment objectives to each OpCap Fund for which OpCap Advisors
provides management, advisory or sub-advisory services.

Oppenheimer Capital, a general partnership that is a registered investment
adviser with approximately $___ billion in assets under management as of March
31, 1997, and Opfin, a holding company, currently hold 99% and 1% general
partnership interests in OpCap Advisors, respectively. Opfin currently holds a
32.52% general partner interest in Oppenheimer Capital, and Oppenheimer Capital,
L.P., a Delaware limited partnership whose units are traded on the New York
Stock Exchange and of which Opfin currently is the sole 1% general partner, owns
the remaining 67.48% interest. Opfin currently is a wholly-owned subsidiary of
OGI, 71% of the common stock of which currently is owned by OpCo LP. The
principal business address of each of the foregoing entities is Oppenheimer
Tower, 200 Liberty Street, One World Financial Center, New York, New York 10281.
The principal business address of OpCap Advisors is not expected to change as a
result of the Acquisition.

The names, titles and principal occupations of the current executive
officers of OpCap Advisors are set forth in the following table. The business
address of each person listed below is Oppenheimer Tower, 200 Liberty Street,
One World Financial Center, New York, New York 10281.

Title and
Name Principal Occupation
---- --------------------

Joseph M. LaMotta Chairman of OpCap Advisors and Chairman of
Oppenheimer Capital

Bernard H. Garil President of OpCap Advisors

Sheldon M. Siegel Treasurer and Chief Financial Officer of
OpCap Advisors and Managing Director,
Treasurer and Chief Financial Officer of
Oppenheimer Capital

Upon consummation of the Acquisition, Oppenheimer Capital and OpCap
Advisors will be controlled by PIMCO Advisors (as discussed under "The
Acquisition" in Proposal 1). PIMCO Advisors has advised each OpCap Fund that it
anticipates that the senior portfolio management team of Oppenheimer Capital and
OpCap Advisors will continue in their present capacities upon consummation of
the Acquisition, that the eligibility of OpCap Advisors to serve as an
investment adviser will not be affected by the Acquisition and that Oppenheimer
Capital and OpCap Advisors will be able to continue to provide advisory services
with no material changes in operating conditions. PIMCO Advisors has further
advised each OpCap Fund that it anticipates that the Acquisition will not affect
the ability of Oppenheimer Capital and OpCap Advisors to fulfill their
obligations under each New OpCap Agreement.

<PAGE>
20

OpCo, an affiliate of Advantage and OpCap Advisors, currently serves as the
administrator to The Czech Republic Fund, Inc. pursuant to an administration
agreement (the "Administration Agreement"). The address of OpCo is Oppenheimer
Tower, 200 Liberty Street, One World Financial Center, New York, New York 10281.
OpCo subcontracts certain of its administrative responsibilities to the entity
listed in the Fund Exhibit. At a meeting held on April 1, 1997, the Board of
Directors of The Czech Republic Fund, Inc. approved an administration agreement
with OpCap Advisors, substantially in the form of the Administration Agreement,
pursuant to which OpCap Advisors will replace OpCo as administrator of the Fund
upon consummation of the Acquisition. The aggregate fees paid or payable for the
services provided under the Administration Agreement are described in the Fund
Exhibit.

Section 15(f) of the Investment Company Act

Section 15(f) of the Investment Company Act is available to Oppenheimer in
connection with the PIMCO Parties' acquisition of a controlling interest in
OpCap Advisors. For a discussion of Section 15(f), see "Section 15(f) of the
Investment Company Act" under Proposal 1 above.

Existing and New OpCap Agreements

The Existing OpCap Agreement and the New OpCap Agreement for each OpCap
Fund are substantially identical. The following description of the New OpCap
Agreement for each OpCap Fund is qualified in its entirety by reference to the
form of New OpCap Agreement attached hereto as Exhibit B-3.

Services to be Performed

Pursuant to each New OpCap Agreement, subject to the direction and control
of the directors of the OpCap Fund and in consultation with Advantage, OpCap
Advisors will make investment strategy decisions for each OpCap Fund, manage the
investing and reinvesting of assets in accordance with the OpCap Fund's stated
policies, place purchase and sale orders for the OpCap Fund, provide financial
research and data to the OpCap Fund and, with respect to Municipal Advantage
Fund Inc., be responsible for administrative and stockholders services. OpCap
Advisors subcontracts certain of its contractual administrative responsibilities
for Municipal Advantage Fund Inc. to the entity listed in the Fund Exhibit.

Expenses and Advisory Fees

Each New OpCap Agreement provides that the Fund is responsible for all of
its expenses and liabilities, except that OpCap Advisors is responsible for the
expenses in connection with providing office space, office facilities and
personnel reasonably necessary for performance of the services to be provided by
it to the OpCap Fund.

For each OpCap Fund, the rate used to determine fees payable to OpCap
Advisors pursuant to the New OpCap Agreement is identical to the rate in its
Existing

<PAGE>
21

OpCap Agreement. Consequently, OpCap Advisors will be paid a monthly fee at a
rate under each OpCap Fund's New OpCap Agreement which is identical to the fee
rate for its Existing OpCap Agreement, which is set forth in the Fund Exhibit.
For each OpCap Fund, the aggregate amount of the fees paid to OpCap Advisors for
the OpCap Fund's most recent fiscal year under its Existing OpCap Agreement is
set forth in the Fund Exhibit.

Limitation of Liability

Each New OpCap Agreement provides that in the absence of willful
misfeasance, bad faith, gross negligence or reckless disregard of its
obligations thereunder ("disabling conduct"), OpCap Advisors shall not be liable
to the OpCap Fund or its stockholders for any act or omission in the course of
or in connection with the rendering of its services thereunder. In addition,
each New OpCap Agreement provides that the OpCap Fund, under certain
circumstances, will indemnify OpCap Advisors against any losses or expenses
incurred, including amounts paid in satisfaction of judgments and reasonable
legal costs, not resulting from disabling conduct.

Duration and Termination

Each OpCap Fund's New OpCap Agreement will have an initial term of two
years, and thereafter will continue in effect for successive annual periods
provided such continuance is specifically approved at least annually by (i) a
majority of the members of the OpCap Fund's Board of Directors who are not
parties to the New OpCap Agreement, and who are not "interested persons" (as
defined in the Investment Company Act) of any such party, and (ii) a majority of
the OpCap Fund's Board of Directors or the holders of a "majority of the
outstanding voting securities" (as defined in the Investment Company Act) of the
OpCap Fund. The Existing OpCap Agreement for The Czech Republic Fund, Inc. has
an initial term of one year. For each OpCap Fund, its New OpCap Agreement may be
terminated, without penalty, on 60 days' notice, by the OpCap Fund's Board of
Directors, by a vote of the holders of a "majority of the outstanding voting
securities" of the OpCap Fund, or by Advantage, and each New OpCap Agreement
will terminate automatically in the event of its assignment. In addition, like
such Fund's Existing OpCap Agreement, the New OpCap Agreement for Municipal
Advantage Fund Inc. may be terminated, without penalty, on 60 days' notice, by
OpCap Advisors.

Evaluation by the Boards of Directors

At a meeting held on April 1, 1997, each OpCap Fund's Board of Directors,
including the Board members who are not "interested persons" (as defined in the
Investment Company Act) of any party to the New OpCap Agreement, approved the
New OpCap Agreement for such OpCap Fund and recommended that the stockholders of
the OpCap Fund approve such agreement. Each New OpCap Agreement will become
effective on the later of the date the Acquisition is consummated and the date
the stockholders of the relevant OpCap Fund approve such agreement.

<PAGE>
22

In approving the New OpCap Agreement and determining to submit it to
stockholders for their approval, the Board of Directors of each OpCap Fund has
determined that continuity and efficiency of advisory services after the
Acquisition can best be assured by approving the New OpCap Agreement on behalf
of the OpCap Fund. The Board of each OpCap Fund believes that the New OpCap
Agreement will enable the OpCap Fund to obtain high-quality services at costs
which it deems appropriate and reasonable and that approval of the New OpCap
Agreement is in the best interests of the OpCap Fund and its stockholders.

In evaluating the New OpCap Agreement, each Fund's Board of Directors
requested and reviewed, with the assistance of its own legal counsel, materials
furnished by OpCap Advisors and PIMCO Advisors. These materials included
financial statements as well as other written information regarding PIMCO
Advisors and its personnel, operations and financial condition. Each Board also
reviewed information about OpCap Advisors. Each Board also considered
comparative fee information concerning other investment companies (if any)
advised by OpCap Advisors with similar investment objectives, which information
is presented in the Fund Exhibit. Each OpCap Fund's Board of Directors also
considered that the Existing OpCap Agreement and the New OpCap Agreement,
including the terms relating to the services to be performed thereunder by OpCap
Advisors and the expenses and advisory fees payable to OpCap Advisors, are
substantially identical. Comparisons were made between the New OpCap Agreement
and similar arrangements by other investment companies, particularly with regard
to levels of fees. Each OpCap Fund's Board of Directors met with representatives
of PIMCO Advisors to discuss their current intentions with respect to
Oppenheimer Capital and OpCap Advisors.

Each OpCap Fund's Board of Directors, with its legal counsel, also
considered (i) the nature, quality and scope of the operations and services to
date provided by OpCap Advisors to the Fund, and which are expected to continue
to be provided after the Acquisition with no change in fees, (ii) the commitment
of the PIMCO Parties to maintain and enhance the services provided to the Fund
by OpCap Advisors, (iii) the overall experience and reputation of OpCap Advisors
in providing such services, and the likelihood of its continued financial
stability, and (iv) the benefits to OpCap of its relationship with the OpCap
Fund, (v) the overall experience and reputation of the PIMCO Parties, as well as
their financial stability, (vi) any aspects of the Acquisition that would affect
the ability of OpCap Advisors to retain and attract qualified personnel, (vii)
possible alternatives to approval of the New OpCap Agreement, (viii) the costs,
if any, to be incurred by the OpCap Fund in connection with approval of the New
OpCap Agreement and (ix) the benefits of continuity in the services to be
provided under the New OpCap Agreement.

Based upon its review of the above factors, the Board of Directors of each
Fund concluded that the New OpCap Agreement is in the best interests of the Fund
and its stockholders.

Certain directors and officers of each OpCap Fund may have a substantial
interest in the approval of the New OpCap Agreement for such Fund as a result of
their interests in OpCap Advisors or affiliates thereof, as described in
Proposal 1 and in the Fund Exhibit.

<PAGE>
23

Required Vote

As provided by the Investment Company Act, approval of each OpCap Fund's
New OpCap Agreement will require the affirmative vote of a "majority of the
outstanding voting securities" of the OpCap Fund. For a discussion of the
definition of a "majority of the outstanding voting securities", see "Required
Vote" under Proposal 1 above.

THE DIRECTORS OF EACH FUND, INCLUDING THE DIRECTORS WHO ARE NOT
"INTERESTED PERSONS" (AS DEFINED IN THE INVESTMENT COMPANY ACT) OF THE
FUND, ADVANTAGE, OPCAP ADVISORS, PIMCO ADVISORS OR THEIR AFFILIATES,
RECOMMEND THAT THE STOCKHOLDERS OF THE FUND VOTE IN FAVOR OF THE NEW OPCAP
AGREEMENT.

PROPOSAL 4. ELECTION OF DIRECTORS

Stockholders of The Emerging Markets Floating Rate Fund Inc. and Municipal
Partners Fund Inc. will vote on this Proposal.

The Meetings of the Funds listed above also will serve as such Fund's
Annual Meeting of Stockholders for the 1997 calendar year, and stockholders of
each such Fund are being asked to consider for election as directors the
individuals (the "Nominees") listed in the Fund Exhibit. As described in the
Fund Exhibit, each Fund's Board of Directors is divided into three classes.
Consequently, stockholders of each Fund will be electing two directors at the
respective Meetings. Biographical information about the Nominees and other
directors and executive officers of such Fund, and other information relating
to, among other things, compensation of such individuals, is set forth in the
Fund Exhibit. Each Nominee currently serves as a director of the relevant Fund.

The persons named in the accompanying form of proxy intend to vote at the
Meeting (unless directed otherwise) FOR the election of the Nominees. Each
Nominee has indicated that he or she will serve if elected, but if any Nominee
should be unable to serve, the proxy will be voted for any other person
determined by the persons named in the proxy in accordance with their judgment.

Required Vote

For The Emerging Markets Floating Rate Fund Inc., the two Nominees will be
elected by a plurality of the votes cast by the holders of shares of the Fund's
common stock present in person or represented by proxy at the Meeting, provided
a quorum is present. For Municipal Partners Fund Inc., the two Nominees will be
elected by a plurality of the votes cast by the holders of the Fund's common
stock and preferred stock, voting together as a single class, present in person
or represented by proxy at the Meeting, provided a quorum is present. For
purposes of the election of directors of each of the above Funds, abstentions
and

<PAGE>
24

broker non-votes will not be considered votes cast, and do not affect the
plurality vote required for the election of directors.

THE DIRECTORS OF EACH FUND, INCLUDING THE DIRECTORS WHO ARE NOT
"INTERESTED PERSONS" (AS DEFINED IN THE INVESTMENT COMPANY ACT) OF THE
FUND, RECOMMEND THAT THE STOCKHOLDERS OF THE FUND VOTE "FOR" EACH OF THE
NOMINEES FOR DIRECTOR.

PROPOSAL 5. RATIFICATION OF THE
SELECTION OF INDEPENDENT ACCOUNTANTS

Stockholders of The Emerging Markets Floating Rate Fund Inc. and Municipal
Partners Fund Inc. will vote on this Proposal.

Because the Meetings of the Funds listed above will serve as each such
Fund's Annual Meeting of Stockholders for the 1997 calendar year, the
stockholders of each such Fund will be asked to ratify the selection by the
Fund's Board of Directors of the Fund's independent accountants. The Board of
Directors of each such Fund has selected Price Waterhouse LLP as independent
accountants of the Fund for the fiscal year of the Fund set forth in the Fund
Exhibit. The appointment of independent accountants is approved annually by each
such Fund's Board of Directors and is subsequently submitted to its stockholders
for ratification. Price Waterhouse LLP served as independent accountant for each
such Fund for the fiscal year most recently completed. [Each Fund has been
advised by Price Waterhouse LLP that, as of the Record Date, neither the firm
nor any of its partners had any direct or material indirect financial interest
in the Fund.] A representative of Price Waterhouse LLP will be at the Meeting to
answer questions concerning each Fund's financial statements and will have an
opportunity to make a statement if he or she chooses to do so.

THE DIRECTORS OF EACH FUND, INCLUDING THE DIRECTORS WHO ARE NOT
"INTERESTED PERSONS" (AS DEFINED IN THE INVESTMENT COMPANY ACT) OF THE
FUND, RECOMMEND THAT THE STOCKHOLDERS VOTE IN FAVOR OF RATIFICATION OF THE
SELECTION OF PRICE WATERHOUSE LLP AS INDEPENDENT ACCOUNTANTS.

Required Vote

Ratification of the selection of Price Waterhouse LLP as independent
accountants of The Emerging Markets Floating Rate Fund Inc. requires the
affirmative vote of the holders of a majority of the shares of the Fund's common
stock present in person or represented by proxy at the Meeting, provided a
quorum is present. Ratification of the selection of Price Waterhouse LLP as
independent accountants of Municipal Partners Fund Inc. requires the affirmative
vote of the holders of a majority of the shares of the Fund's common stock and
preferred stock, voting together as a single class, present in person or
represented by proxy at

<PAGE>
25

the Meeting, provided a quorum is present. For purposes of this Proposal,
abstentions and broker non-votes will not be considered votes cast.

INFORMATION PERTAINING TO CERTAIN STOCKHOLDERS

Information regarding the number and percentage of outstanding shares of
each Fund owned beneficially by each director and executive officer thereof, and
all directors and executive officers as a group, and each person, to the
knowledge of such Fund, owning beneficially more than 5% of any class of such
Fund's outstanding shares, in each case as of February 28, 1997, is set forth in
the Fund Exhibit.

OTHER BUSINESS

Each Fund's Board of Directors does not know of any other matter which may
come before the Meeting. If any other matter properly comes before the Meeting,
it is the intention of the persons named in the proxy to vote the shares
represented thereby in accordance with their judgment on that matter.

EXPENSES OF THE MEETING

The expenses of the Meeting of each Fund other than The Emerging Markets
Floating Rate Fund Inc. and Municipal Partners Fund Inc. will be borne
two-thirds by the PIMCO Parties and one-third by Oppenheimer. The expenses of
the Meetings of The Emerging Markets Floating Rate Fund Inc. and Municipal
Partners Fund Inc. relating to the approval of new investment advisory or
management agreements will be borne two-thirds by the PIMCO Parties and
one-third by Oppenheimer, while the expenses of such Meetings relating to the
governance of such Funds will be borne by the respective Funds.

Proxies may be solicited personally by officers of each Fund and by regular
employees of Advantage, SBAM and OpCap Advisors, or their affiliates, or other
representatives of each Fund or by telephone or telegraph, in addition to the
use of mails. Brokerage houses, banks and other fiduciaries may be requested to
forward proxy solicitation material to their principals to obtain authorization
for the execution of proxies, and they will be reimbursed for such out-of-pocket
expenses. In addition, each Fund has retained D.F. King & Co, Inc., a proxy
solicitation firm, to assist in the solicitation of the proxy vote. It is
anticipated that D.F. King & Co., Inc. will be paid for such solicitation
services in an amount not to exceed [$5,000 per fund] plus reasonable
out-of-pocket expenses. Therefore, expenses of the Meetings will include costs
of (i) preparing, assembling and mailing material in connection with the
solicitation, (ii) soliciting proxies by officers or employees, personally or by
telephone or telegraph, (iii) reimbursing brokerage houses, banks and other
fiduciaries and (iv) compensating the proxy solicitor.

<PAGE>
26

D.F. King & Co., Inc. may call stockholders to ask if they would be willing
to have their votes recorded by telephone. The telephone voting procedure is
designed to authenticate stockholders' identities, to allow stockholders to
authorize the voting of their shares in accordance with their instructions and
to confirm that their instructions have been recorded properly. Each Fund has
been advised by counsel that these procedures are consistent with the
requirements of applicable law. A stockholder voting by telephone would be asked
for his or her social security number or other identifying information and would
be given an opportunity to authorize proxies to vote his or her shares in
accordance with his or her instructions. To insure that the stockholder's
instructions have been recorded correctly, he or she will receive a confirmation
of such instructions in the mail. The confirmation is a replica of the proxy
card but with marks indicating how the stockholder voted along with a special
toll-free number which will be available in the event the stockholder wishes to
change or revoke the vote. Although a stockholder's vote may be taken by
telephone, each stockholder will receive a copy of this proxy statement and may
vote by mail using the enclosed proxy card. If you have any questions or need
assistance in voting, please contact D.F. King & Co., Inc. at their toll-free
number, 1-800-____________.

April __, 1997

<PAGE>

EXHIBIT A

FUND EXHIBIT

A. General Information. The following information relates to each of the
Funds identified below and is provided in connection with the proposals in the
proxy statement relating to each such Fund. Stockholders of The Emerging Markets
Floating Rate Fund Inc. and Municipal Partners Fund Inc. also should refer to
the information relating specifically to each such Fund which is provided below
under the heading "Specific Fund Information." Terms used herein and not
otherwise defined have the meanings given to them in the proxy statement.

1. INFORMATION PERTAINING TO THE MEETING:

The following table sets forth the issued and outstanding shares of each
Fund as of the Record Date.

<TABLE>
<CAPTION>
Number of Shares Number of Shares
of Common Stock of Preferred Stock
Name of Fund Issued and Outstanding Issued and Outstanding
- - ------------ ---------------------- ----------------------
<S> <C>
The Emerging Markets Income Fund Inc --

The Emerging Markets Income Fund II Inc --

The Emerging Markets Floating Rate Fund Inc. --

Global Partners Income Fund Inc. --

Municipal Advantage Fund Inc.

Municipal Partners Fund Inc.

Municipal Partners Fund II Inc.

The Czech Republic Fund, Inc. --
</TABLE>

2. INFORMATION PERTAINING TO THE EXISTING ADVANTAGE AGREEMENTS, THE EXISTING
SBAM AGREEMENTS AND THE EXISTING OPCAP AGREEMENTS.

The following table provides information regarding the date of each
Existing Advantage Agreement, Existing SBAM Agreement and Existing OpCap
Agreement, the date on which the respective Boards and stockholders of each Fund
last approved such agreements, and the fees paid to Advantage, SBAM and/or OpCap
Advisors, as applicable, pursuant to such agreements for each Fund's most
recently completed fiscal year.

<PAGE>

2
<TABLE>
<CAPTION>
Fees Paid
Name of Fund Agreement Date of Date of Last Fees Paid by Advantage
(and Fiscal Year-end) Description Last Board Shareholder by Fund to to SBAM or
(and Date) Approval Approval Advantage OpCap Advisors
---------- -------- -------- --------- --------------
<S> <C> <C> <C> <C> <C>
The Emerging Markets Income Fund Existing Advantage 2/24/97 12/8/93 $273,497 --
Inc (8/31) Agreement (10/22/92)
The Emerging Markets Income Fund II Existing Advantage 2/24/97 6/16/93 $3,108,547 --
Inc (5/31) Agreement (6/18/93)
Existing SBAM Agreement 2/24/97 6/16/93 -- $_______(1)
(6/18/93)
The Emerging Markets Floating Rate Existing Advantage 2/24/97 3/15/94 $692,817 --
Fund Inc. (2/28) Agreement (3/17/94)
Existing SBAM Agreement 2/24/97 3/15/94 -- $_______(1)
(3/17/94)
Global Partners Income Fund Inc. Existing Advantage 2/24/97 10/20/93 $2,009,026 --
(8/31) Agreement (10/21/93)
Existing SBAM Agreement 2/24/97 10/20/93 -- $_______(1)
(10/21/93)
Municipal Advantage Fund Inc. Existing Advantage 2/21/97 4/21/93 $929,882 --
(10/31) Agreement (4/22/93)
Existing OpCap 2/21/97 4/21/93 -- $557,929(1)
Agreement (4/22/93)
Municipal Partners Fund Inc. (12/31) Existing Advantage 7/17/96 1/21/93 $715,129 --
Agreement (1/21/93)
Existing SBAM Agreement 7/17/96 1/21/93 -- $_______(1)
(1/21/93)
Municipal Partners Fund II Inc. Existing Advantage 7/17/96 7/21/93 $741,705 --
(6/30) Agreement (7/23/93)
Existing SBAM Agreement 7/17/96 7/21/93 -- $_______(1)
(7/23/93)
The Czech Republic Fund, Inc. (8/31) Existing Advantage 9/13/96 9/20/94 $755,154(3) --
Agreement (9/23/94)
Existing OpCap 9/13/96 11/15/96(2) -- $302,063(3)
Agreement (11/15/96)
</TABLE>

- - ----------------
(1) Includes payment for administrative services.

(2) Pursuant to an advisory agreement among Advantage, BAI Fondsberatung GmbH
("BAI") and the Fund, BAI served as regional adviser to the Fund, providing
advice and recommendations to OpCap Advisors regarding the purchase, sale
or holding of particular Czech and other Central European securities, as
well as research and statistical data, commencing with the Fund's
inception. On September 13, 1996, BAI resigned as regional adviser,
effective as of November 15, 1996. OpCap Advisors and Advantage are
responsible for providing to the Fund the services previously provided by
BAI. The Existing OpCap Agreement was last approved by the stockholders at
a meeting held on November 15, 1996 in connection with approval of changes
relating to the assumption by OpCap Advisors of the advisory services
previously provided to the Fund by BAI and a related increase in the
advisory fee remitted by Advantage to OpCap Advisors from 0.40% to 0.50% of
the Fund's average weekly net assets.

(3) Had the changes described in footnote 2 been effective during the fiscal
year ended August 31, 1996, OpCap would have been entitled to receive from
Advantage an additional $75,516 in fees during such fiscal year and
Advantage would have retained an additional $75,515 in fees for such fiscal
year.

<PAGE>
3

3. INFORMATION PERTAINING TO EACH FUND'S DIRECTORS AND OFFICERS:

The following table provides information regarding the directors and
officers of The Emerging Markets Income Fund Inc who currently are also
directors, officers or employees of Advantage.

<TABLE>
<CAPTION>
Name Position with the Fund Position with Advantage
- - ---- ---------------------- -----------------------
<S> <C> <C>
Alan H. Rappaport President and Member of the Board President and Member of the Board
</TABLE>

The following table provides information regarding the directors and
officers of Municipal Advantage Fund Inc. and/or The Czech Republic Fund, Inc.
who currently are also directors, officers or employees of Advantage or OpCap
Advisors.

<TABLE>
<CAPTION>
Position with Municipal Position with The Czech Position with Advantage
Name Advantage Fund Inc. Republic Fund, Inc. or OpCap Advisors
- - ---- ------------------- ------------------- -----------------
<S> <C> <C> <C>
Alan H. Rappaport -- Chairman of the Board President and Member of the
Board, Advantage

Mark C. Biderman President and Member of the -- Executive Vice President,
Board Advantage

Robert I. Kleinberg Secretary and Member of the President, Secretary and Secretary and Member of the
Board Member of the Board Board, Advantage

Robert A. Blum Assistant Secretary Assistant Secretary Assistant Secretary,
Advantage
</TABLE>

The following table provides information regarding the directors and
officers of The Emerging Markets Income Fund II Inc, The Emerging Markets
Floating Rate Fund Inc. and/or Global Partners Income Fund Inc. who currently
are also directors, officers or employees of Advantage or SBAM.

<TABLE>
<CAPTION>
Position with The Emerging
Markets Income Fund II Inc/
The Emerging Markets Position with Global Position with
Name Floating Rate Fund Inc. Partners Income Fund Inc Advantage or SBAM
- - ---- ----------------------- ------------------------ -----------------
<S> <C> <C> <C>
Alan H. Rappaport Chairman of the Board President and Member of the President and Member of the
Board Board, Advantage

Michael S. Hyland President and Member of the Chairman of the Board President, Managing
Board Director and Member of the
Board, SBAM

Peter J. Wilby Executive Vice President Executive Vice President Managing Director, SBAM

Thomas K. Flanagan Executive Vice President Executive Vice President Director, SBAM

Beth A. Semmel -- Executive Vice President Director, SBAM

Lawrence H. Kaplan Executive Vice President and Executive Vice President and Vice President and Chief
General Counsel General Counsel Counsel, SBAM

Alan M. Mandel Treasurer Treasurer Vice President, SBAM

Amy W. Yeung Assistant Treasurer(1) -- Investment Accounting
Manager, SBAM

Laurie A. Pitti Assistant Treasurer Assistant Treasurer Investment Accounting
Manager, SBAM

Jennifer G. Muzzey Secretary Secretary Employee, SBAM

Noel B. Daugherty Assistant Secretary Assistant Secretary Employee, SBAM

</TABLE>

- - ------------

(1) Ms. Yeung holds no office with The Emerging Markets Floating Rate Fund Inc.

<PAGE>
4

The following table provides information regarding the directors and
officers of Municipal Partners Fund Inc. and Municipal Partners Fund II Inc. who
currently are also directors, officers or employees of Advantage or SBAM.

<TABLE>
<CAPTION>
Position with Municipal Position with Municipal Position with
Name Partners Fund Inc. Partners Fund II Inc. Advantage or SBAM
- - ---- ------------------ --------------------- -----------------
<S> <C> <C> <C>
Mark C. Biderman Chairman of the Board Chairman of the Board Executive Vice President,
Advantage

Michael S. Hyland President and Member of the President and Member of the President, Managing
Board Board Director and Member of the
Board, SBAM

Marybeth Whyte Executive Vice President Executive Vice President Director, SBAM

Lawrence H. Kaplan Executive Vice President and Executive Vice President and Vice President and Chief
General Counsel General Counsel Counsel, SBAM

Alan M. Mandel Treasurer Treasurer Vice President, SBAM

Laurie A. Pitti Assistant Treasurer Assistant Treasurer Investment Accounting
Manger, SBAM

Jennifer G. Muzzey Secretary Secretary Employee, SBAM

Noel B. Daugherty Assistant Secretary Assistant Secretary Employee, SBAM

Robert I. Kleinberg Assistant Secretary Assistant Secretary Secretary and Member of the
Board, Advantage
</TABLE>

In connection with the consummation of the Acquisition, each of Messrs.
Rappaport, Biderman and Kleinberg will resign as a director and/or officer of
each Fund for which he currently serves in such capacity, Mr. Blum will resign
as an officer of Municipal Advantage Fund Inc. and The Czech Republic Fund, Inc.
and Dennis E. Feeney will resign as Treasurer of The Czech Republic Fund, Inc.
It is a condition to such consummation that the Board of Directors of each Fund
will have elected one person designated by the PIMCO Parties to join each such
Board. In addition, it is a condition to such consummation that the Board of
Directors of each SBAM Fund and The Emerging Markets Income Fund Inc will have
elected those persons designated by the PIMCO Parties to hold such titles with
each such Fund as are currently held by the foregoing officers who are resigning
and also will have appointed one additional designee of the PIMCO Parties to the
office of Vice President of each such Fund. Moreover, it is a condition to such
consummation that the Board of Directors of Municipal Advantage Fund Inc. and
The Czech Republic Fund, Inc. will have elected additional persons designated by
the PIMCO Parties to hold such offices as may be determined by the PIMCO
Parties.

The PIMCO Parties expect to designate Stephen J. Treadway for election by
the Board of Directors of each Fund to join such Board and to assume those
offices currently held by Messrs. Rappaport, Biderman and Kleinberg. Mr.
Treadway has served since May 1996 as an Executive Vice President of PIMCO
Advisors and as Director, Chairman and President of PIMCO Funds Distribution
Company. Prior to May 1996, Mr. Treadway was employed by Smith Barney Inc. for
more than 18 years, serving in various senior officer positions.

Each SBAM Fund's directors and executive officers own, individually and in
the aggregate, directly or indirectly, less than 1% of the outstanding shares of
Salomon Inc, the parent of SBAM.

<PAGE>
5

4. INFORMATION PERTAINING TO CERTAIN STOCKHOLDERS:

The following table provides information regarding the number and
percentage of outstanding shares of common stock of each of Municipal Partners
Fund Inc. and Municipal Partners Fund II Inc. owned beneficially by each
director and executive officer of such Funds, and all directors and executive
officers of each such Fund as a group, in each case as of February 28, 1997.

Municipal Partners Municipal Partners
Name Fund Inc. Fund II Inc.
- - ---- --------- ------------
Charles F. Barber 1,000 1,000
Mark C. Biderman -0- -0-
Allan C. Hamilton 2,108 2,108
Michael S. Hyland
Robert L. Rosen -0- -0-
Laurence H. Kaplan -0- -0-
Alan M. Mandel -0- -0-
Jennifer G. Muzzey -0- -0-
Marybeth Whyte

All Directors and
Executive Officers
(as a group)

The following table provides information regarding the number and
percentage of outstanding shares of common stock of each of The Emerging Markets
Income Fund Inc, The Emerging Markets Income Fund II Inc, The Emerging Markets
Floating Rate Fund Inc. and Global Partners Income Fund Inc. owned beneficially
by each director and executive officer of such Funds, and all directors and
executive officers of each such Fund as a group, in each case as of February 28,
1997.

The Emerging The Emerging The Emerging Global Partners
Markets Income Markets Income Markets Floating Income
Name Fund Inc Fund II Inc Rate Fund Inc. Fund Inc.
- - ---- -------- ----------- -------------- ---------
<S> <C> <C> <C> <C>
Charles F. Barber 2,367 4,088 500 1,000
Leslie H. Gelb -0- -0- -0- -0-
Michael S. Hyland
Alan H. Rappaport 1,517(1) 1,000 1,000 1,000
Riordan Roett -0- -0- -0- -0-
Jeswald W. Salacuse 200 200 200 200
Thomas K. Flanagan
Lawrence H. Kaplan -0- -0- -0- -0-
Alan M. Mandel -0- -0- -0- -0-
Jennifer G. Muzzey -0- -0- -0- -0-
Beth A. Semmel -- -- --
Peter J. Wilby

All Directors and
Executive Officers
(as a group)

</TABLE>

- - ----------

(1) 508 of such shares are owned by Mr. Rappaport's wife. Mr. Rappaport
disclaims beneficial ownership of such shares for purposes of the
Securities Exchange Act of 1934, as amended.

<PAGE>
6

The following table provides information regarding the number and
percentage of outstanding shares of common stock of each of Municipal Advantage
Fund Inc. and The Czech Republic Fund, Inc. owned beneficially by each director
and executive officer of such Funds, and all directors and executive officers of
each such Fund as a group, in each case as of February 28, 1997.

<TABLE>
<CAPTION>
Municipal The Czech
Advantage Republic
Name Fund Inc. Name Fund, Inc.
- - ---- --------- ---- ----------
<S> <C> <C> <C>
Mark C. Biderman 5,817 Paul Belica 500
Raymond D. Horton -0- Leslie H. Gelb 100
Robert I. Kleinberg -0- Robert I. Kleinberg 1,402
Robert L. Rosen -0- Wendy W. Luers
Jeswald W. Salacuse 222 Alan H. Rappaport 1,370
Luis Rubio -0-
Dennis E. Feeney -0-

All Directors and 6,039 All Directors and
Executive Officers Executive Officers
(as a group) (as a group)
</TABLE>

For each of the Funds, the holdings of no director or executive officer,
nor the directors and executive officers of such Fund as a group, represented
more than 1% of the outstanding shares of such Fund's common stock as of
February 28, 1997. Except as otherwise noted above, each director and executive
officer has sole voting and investment power with respect to the listed shares.
No director or executive officer held any shares of preferred stock of any Fund
as of February 28, 1997.

No person owned of record, or to the knowledge of such Fund owned
beneficially, more than 5% of a Fund's outstanding shares as of February 28,
1997, except that Cede & Co., as nominee for the participants in Depository
Trust Company, held of record the number and percentage of shares of common
stock and preferred stock, if applicable, set forth in the following table.

<TABLE>
<CAPTION>
Number of Percentage of Number of Percentage of
Shares of Outstanding Shares Shares of Outstanding Shares
Name of Fund Common Stock of Common Stock Preferred Stock of Preferred Stock
- - ------------ ------------ --------------- --------------- ------------------
<S> <C> <C>
The Emerging Markets Income Fund -- --
Inc
The Emerging Markets Income Fund -- --
II Inc
The Emerging Markets Floating Rate -- --
Fund Inc.
Global Partners Income Fund Inc. -- --
Municipal Advantage Fund Inc.
Municipal Partners Fund Inc.
Municipal Partners Fund II Inc.
The Czech Republic Fund, Inc. -- --

</TABLE>

5. COMPARATIVE FEE INFORMATION:

Advantage serves as an investment adviser or manager to each Fund. For
purposes of comparison of the information listed below, The Emerging Markets
Income Fund Inc, The Emerging Markets Income Fund II Inc, The Emerging Markets

<PAGE>
7

Floating Rate Fund Inc. and Global Partners Income Fund Inc. have similar
investment objectives; and Municipal Advantage Fund Inc., Municipal Partners
Fund Inc. and Municipal Partners Fund II Inc. have similar investment
objectives.

<TABLE>
<CAPTION>
Investment Advisory, Management or Approximate net assets
Sub-Advisory Fee (as a percentage of as of March 31, 1997
Name of Fund average weekly net assets) (in millions)
- - ------------ -------------------------- -------------
<S> <S> <C>
The Emerging Markets Income Fund Inc 0.50% $
The Emerging Markets Income Fund II Inc 1.20% (1)
The Emerging Markets Floating Rate Fund Inc. 1.10% (2)
Global Partners Income Fund Inc. 1.10% (2)
Municipal Partners Fund Inc. 0.60% (3)
Municipal Partners Fund II Inc. 0.60% (3)
Municipal Advantage Fund Inc. 0.60% (4)
The Czech Republic Fund, Inc. 1.00% (5)
</TABLE>

- - ----------

(1) Advantage remits a portion of its fee to SBAM at an annual rate of 0.70% of
the Fund's average weekly net assets.

(2) Advantage remits a portion of its fee to SBAM at an annual rate of 0.65% of
the Fund's average weekly net assets.

(3) Advantage remits a portion of its fee to SBAM at an annual rate of 0.36% of
the Fund's average weekly net assets.

(4) Advantage remits a portion of its fee to OpCap Advisors at an annual rate
of 0.36% of the Fund's average weekly net assets.

(5) Advantage remits a portion of its fee to OpCap Advisors at an annual rate
of 0.50% of the Fund's average weekly net assets.

SBAM serves as an investment adviser, manager or sub-adviser to each SBAM
Fund and to the other investment companies listed below which have similar
investment objectives. For purposes of comparison of the information listed
below, The Emerging Markets Income Fund Inc, The Emerging Markets Income Fund II
Inc, The Emerging Markets Floating Rate Fund Inc., Global Partners Income Fund
Inc., Salomon Brothers High Income Fund Inc, Salomon Brothers Institutional
Emerging Markets Debt Fund, Salomon Brothers Worldwide Income Fund Inc and Atlas
Emerging Markets Debt Fund have similar investment objectives; and Municipal
Partners Fund Inc., Municipal Partners Fund II Inc., New York Municipal Bond
Fund and Salomon Brothers Intermediate Municipal Bond Fund have similar
investment objectives.

<TABLE>
<CAPTION>
Investment Advisory, Management or Approximate net assets
Sub-Advisory Fee (as a percentage as of March 31, 1997
Name of Fund of average weekly net assets) (in millions)
- - ------------ ----------------------------- -------------
<S> <C> <C>
The Emerging Markets Income Fund Inc 0.70% (1) $
The Emerging Markets Income Fund II Inc 0.70% (2)
The Emerging Markets Floating Rate Fund Inc. 0.65% (2)
Global Partners Income Fund Inc. 0.65% (2)
Salomon Brothers High Income Fund Inc 0.70%
Salomon Brothers Institutional Emerging Markets Debt Fund 0.70% (3)
Salomon Brothers Worldwide Income Fund Inc 0.90%
Atlas Emerging Markets Debt Fund ____%
Municipal Partners Fund Inc. 0.36% (2)
Municipal Partners Fund II Inc. 0.36% (2)
New York Municipal Bond Fund 0.50% (4)
Salomon Brothers Intermediate Municipal Bond Fund 0.50% (4)
</TABLE>

- - -----------

(1) Fee is paid by the Fund.

(2) Fee is paid by Advantage out of its management fee.

(3) SBAM has voluntarily agreed to limit the total expenses (including its
advisory fees) of the Fund (exclusive of taxes, interest and extraordinary
expenses, such as litigation and indemnification expenses), on an
annualized basis, to 0.75% of the Fund's average weekly net assets.

(4) For the year ended December 31, 1996, SBAM waived its advisory fee and
voluntarily bore certain expenses.

<PAGE>
8

OpCap Advisors serves as an investment adviser to each OpCap Fund.

</TABLE>

- - ----------

(1) Fee is paid by Advantage out of its management fee.

6. INFORMATION PERTAINING TO ADMINISTRATION AND OTHER ARRANGEMENTS:

Each of SBAM (with respect to the SBAM Funds and The Emerging Markets
Income Fund Inc), OpCap Advisors (with respect to Municipal Advantage Fund Inc.)
and OpCo (with respect to The Czech Republic Fund, Inc.) subcontracts certain of
the administrative services it is required to provide to the sub-administrators
listed below.

<TABLE>
<CAPTION>
Name of Fund Name of the Sub-Administrator Address of the Sub-Administrator
- - ------------ ----------------------------- --------------------------------
<S> <C> <C>
The Emerging Markets Income Fund Inc and The Brown Brothers Harriman & Co. 40 Water Street
Emerging Markets Income Fund II Inc Boston, Massachusetts 02109

The Emerging Markets Floating Rate Fund Inc.

Global Partners Income Fund Inc.

Municipal Advantage Fund Inc., State Street Bank and Trust 1176 Heritage Drive
Municipal Partners Fund Inc. and Company North Quincy, Massachusetts 02171
Municipal Partners Fund II Inc.

The Czech Republic Fund, Inc. PFPC Inc. 103 Bellevue Parkway
Wilmington, Delaware 19809
</TABLE>

Pursuant to the Administration Agreement, The Czech Republic Fund, Inc.
pays OpCo a monthly fee of 0.20% of the Fund's average weekly net assets for
OpCo's administrative services. For the fiscal year ended August 31, 1996, the
aggregate amount of administrative fees paid by the Fund to OpCo was $151,031.

OpCo serves as a broker-dealer participating in periodic auctions of
preferred stock by Municipal Advantage Fund Inc., Municipal Partners Fund Inc.
and Municipal Partners Fund II Inc. During the most recently completed fiscal
years of such Funds, the aggregate amount of fees received by OpCo for such
services was $139,779, $_______ and $_________, respectively. It is expected
that such services will continue to be provided by OpCo following consummation
of the Acquisition.

7. OTHER INFORMATION:

Any proposals which stockholders of a Fund plan to submit at the next
annual meeting of such Fund, to be held in 1997 or 1998, as the case may be,
must be or have been received by the date set forth in the following table if
they are to be included in the proxy statement and form of proxy relating to
such annual meeting.

<PAGE>
9

Name of Fund Date
- - ------------ ----
The Emerging Markets Income Fund Inc June 20, 1997
The Emerging Markets Income Fund II Inc April 4, 1997
The Emerging Markets Floating Rate Fund Inc. [December 30, 1997]
Global Partners Income Fund Inc. June 20, 1997
Municipal Advantage Fund Inc. September 12, 1997
Municipal Partners Fund Inc. (1)
Municipal Partners Fund II Inc. May 2, 1997
The Czech Republic Fund, Inc. June 9, 1997

- - ----------

(1) Any proposals which stockholders of Municipal Partners Fund Inc. plan to
submit at the next annual meeting of such Fund, to be held in 1998, must
be received a reasonable time before such Fund's solicitation of proxies
for that meeting.

B. Specific Fund Information. The following information relates
specifically to The Emerging Markets Floating Rate Fund Inc. and Municipal
Partners Fund Inc. and is provided in connection with the proposals in the proxy
statement relating to such Funds.

The Emerging Markets Floating Rate Fund Inc.
- - --------------------------------------------

1. INFORMATION PERTAINING TO THE ELECTION OF DIRECTORS:

In accordance with the Fund's Charter, the Fund's Board of Directors is
divided into three classes: Class I, Class II and Class III. At the Meeting,
stockholders will be asked to elect two Class II Directors to hold office until
the year 2000 Annual Meeting of Stockholders, or thereafter when their
respective successors are elected and qualified. The terms of office of the
Class III and Class I Directors expire at the Annual Meetings of Stockholders in
1998 and 1999, respectively, or thereafter in each case when their respective
successors are elected and qualified. The effect of these staggered terms is to
limit the ability of other entities or persons to acquire control of the Fund by
delaying the replacement of a majority of the Board of Directors.

The following table provides information concerning each Nominee for
election as a director.

<TABLE>
<CAPTION>
Director
Nominees and Principal Occupations During the Past Five Years Since Age
------------------------------------------------------------- ----- ---
<S> <C> <C>
Nominees to serve until 2000 Annual Meeting of Stockholders

Leslie H. Gelb, Member of the Audit Committee; President, The Counsel on 1994 60
Foreign Relations; formerly, Columnist, Deputy Editorial Page Editor and
Editor, Op-Ed Page, The New York Times.

Michael S. Hyland*, President; President and Managing Director, Salomon 1994 51
Brothers Asset Management Inc and Managing Director, Salomon
Brothers Inc; Chairman, SBAM Limited; Director, SBAM Japan Limited
and Chairman, SBAM Ireland Limited.

</TABLE>

<PAGE>
10

The following table provides information concerning the remaining directors
of the Fund.

<TABLE>
<CAPTION>
Director
Directors and Principal Occupations During the Past Five Years Since Age
-------------------------------------------------------------- ----- ---
<S> <C> <C>
Directors serving until 1998 Annual Meeting of Stockholders

Alan H. Rappaport*, Chairman; Executive Vice President, Oppenheimer & Co., 1994 44
Inc.; President and Member of the Board, Advantage Advisers, Inc.

Charles F. Barber, Member of Audit Committee; Consultant; formerly Chairman 1994 80
of the Board, ASARCO Incorporated.

Directors serving until 1999 Annual Meeting of Stockholders

Jeswald W. Salacuse, Member of Audit Committee; Henry J. Braker Professor 1994 59
of Commercial Law and formerly Dean, The Fletcher School of Law &
Diplomacy, Tufts University.

Riordan Roett, Member of Audit Committee; Professor and Director, Latin 1995 (1) 57
American Studies Program, Paul H. Nitze School of Advanced
International Studies, Johns Hopkins University.
</TABLE>

- - ----------

* "Interested person" as defined in the Investment Company Act. Messrs.
Rappaport and Hyland are employees of Advantage and SBAM, respectively.

(1) Mr. Roett also served as a director of the Fund from February 1994 through
June 1994.

Each of the directors also serves as a director for certain other
registered investment companies, as described below. Messrs. Hyland and Barber
each serve as a director for five other investment companies co-advised by
Advantage and SBAM and eight additional investment companies advised by SBAM.
Mr. Barber also serves as a director for two additional investment companies
advised by Advantage, as a director of six investment companies advised by
investment advisory affiliates of Smith Barney Inc. and as a trustee of Lehman
Brothers Institutional Funds Group Trust. Messrs. Rappaport, Gelb, Salacuse and
Roett each serve as a director for three other investment companies advised by
both Advantage and SBAM. Mr. Rappaport also serves as a director for four other
investment companies advised by Advantage. Messrs. Salacuse and Gelb also serve
as directors for three other investment companies advised by Advantage. Messrs.
Roett and Salacuse also serve as directors for three other investment companies
advised by SBAM.

The Fund's executive officers are chosen each year at the first meeting of
the Fund's Board of Directors following the Annual Meeting of Stockholders, to
hold office until the meeting of the Board following the next Annual Meeting of
Stockholders and until their successors are chosen and qualified. In addition to
Messrs. Rappaport and Hyland, the present executive officers of the Fund are:

Officer
Name Office Age Since
- - ---- ------ --- -----

Peter J. Wilby Executive Vice President 38 1994

Thomas K. Flanagan Executive Vice President 43 1994

Lawrence H. Kaplan Executive Vice President 40 1995
and General Counsel

Alan M. Mandel Treasurer 39 1995

Jennifer G. Muzzey Secretary 37 1997

<PAGE>
11

Mr. Wilby has also been a Managing Director of SBAM and Salomon Brothers
Inc. ("SBI") since January 1996. Prior to January 1996, he was a Director of
SBAM and SBI. Mr. Flanagan has also been a Director of SBAM and SBI since July
1991. Mr. Kaplan has also been a Vice President and Chief Counsel of SBAM and a
Vice President of SBI since May 1995. Prior to May 1995, he was Senior Vice
President, Director and General Counsel of Kidder Peabody Asset Management, Inc.
and a Senior Vice President of Kidder, Peabody & Co. Incorporated since November
1990. Mr. Mandel has also been a Vice President of SBAM and SBI since January 1,
1995. From October 1991 through December 1994, he was Chief Financial Officer of
Hyperion Capital Management Inc., and prior to October 1991, he was Vice
President of Mitchell Hutchins Asset Management, Inc. Ms. Muzzey has also been
an employee of SBAM since June 1994 and was an Assistant Vice President of
SunAmerica Asset Management Corporation prior to June 1994.

The Fund's Audit Committee is composed of Messrs. Barber, Gelb, Roett and
Salacuse. The principal functions of the Audit Committee are: (i) to recommend
to the Board the appointment of the Fund's independent accountants; (ii) to
review with the independent accountants the scope and anticipated costs of their
audit; and (iii) to receive and consider a report from the independent
accountants concerning their conduct of the audit, including any comments or
recommendations they might want to make in that connection. This Committee met
___ time[s] during the fiscal year ended February 28, 1997. The Fund has no
nominating or compensation committees.

During the fiscal year ended February 28, 1997, the Board of Directors met
___ times. Each director attended at least 75% of the meetings of the Board and
the Committee of the Board on which he served, for which he was eligible.

Under the federal securities laws, the Fund is required to provide to
stockholders in connection with the Meeting information regarding compensation
paid by the Fund to each director and each of the three highest-paid executive
officers, as well as compensation paid to such individuals by the various other
investment companies advised by Advantage and/or SBAM. The following table
provides information concerning the compensation paid during the fiscal year
ended February 28, 1997 to each director and nominee of the Fund. Each of the
directors listed below is a member of the Audit Committee of the Fund and audit
and other committees of certain other investment companies advised by Advantage
and/or SBAM, and, accordingly, the amounts provided in the table include
compensation for service on such committees. The Fund (i) did not pay
compensation during the fiscal year ended February 28, 1997 to any of its
non-director executive officers and (ii) does not provide any pension or
retirement benefits to directors or executive officers. In addition, no
remuneration was paid during the fiscal year ended February 28, 1997 by the Fund
or any other investment company advised by Advantage and/or SBAM to Messrs.
Rappaport or Hyland who, as employees of Advantage and SBAM, respectively, are
"interested persons," as defined in the Investment Company Act.

<TABLE>
<CAPTION>
Total Compensation
Aggregate from Other Funds Total Compensation Total Compensation
Compensation Co-Advised by from Other Funds from Other Funds Total
Name of Director from Fund Advantage and SBAM Advised by Advantage Advised by SBAM Compensation
- - ---------------- --------- ------------------ -------------------- --------------- ------------
<S> <C> <C> <C> <C> <C>
Directorship(A) Directorship(A) Directorship(A) Directorship(A)

Charles F. Barber $8,000 $43,600(5) $17,600(2) $71,550(8) $140,750(14)

Leslie H. Gelb $8,000 $26,600(3) $23,900(3) $0 $58,500(7)

Jeswald W. Salacuse $8,000 $26,600(3) $23,900(3) $26,300(3) $84,800(10)

Dr. Riordan Roett $8,000 $26,600(3) $0 $26,300(3) $60,900(7)
</TABLE>

- - ----------

(A) The numbers in parenthesis indicate the applicable number of investment
company directorships held by that director.

2. SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE:

Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") and Section 30(f) of the Investment Company Act in combination
require the Fund's directors and officers, persons who own more than ten percent
of the Fund's common stock, Advantage and SBAM and their respective directors
and officers to file reports of ownership and changes in ownership with the
Securities and Exchange Commission and the New York Stock Exchange, Inc. The
Fund

<PAGE>
12

believes that all relevant persons have complied with applicable filing
requirements during the fiscal year ended February 28, 1997.

3. INFORMATION PERTAINING TO THE RATIFICATION OF THE SELECTION OF THE
INDEPENDENT ACCOUNTANTS:

The Board of Directors has selected Price Waterhouse LLP as independent
accountants of the Fund for the fiscal year ending February 28, 1998. Price
Waterhouse LLP also served as independent accountants of the Fund for the fiscal
year ended February 28, 1997.

Municipal Partners Fund Inc.
- - ----------------------------

1. INFORMATION PERTAINING TO THE ELECTION OF DIRECTORS:

In accordance with the Fund's Charter, the Fund's Board of Directors is
divided into three classes: Class I, Class II and Class III. At the Meeting,
stockholders will be asked to elect two Class I Directors, to hold office until
the year 2000 Annual Meeting of Stockholders, or thereafter when their
respective successors are elected and qualified. The terms of the office of the
Class III and Class II Directors expire at the Annual Meeting of Stockholders in
1998 and 1999, respectively, or thereafter in each case when their respective
successors are elected and qualified. The effect of these staggered terms is to
limit the ability of other entities or persons to acquire control of the Fund by
delaying the replacement of a majority of the Board of Directors.

The following table provides information concerning each Nominee for
election as a director.

Mark C. Biderman*, Chairman; Managing Director, Oppenheimer & Co., Inc., 1994 51
Executive Vice President, Advantage Advisers, Inc.

Robert L. Rosen, Member of Audit Committee; Chief Executive Officer, 1993 50
RLR Partners L.L.C. (general partner of private investment
fund); Chairman, Damon Corporation (1989-1993).
</TABLE>

<PAGE>
13

The following table provides information concerning the remaining
directors to the Fund.

<TABLE>
<CAPTION>
Director
Directors and Principal Occupations During the Past Five Years Since Age
-------------------------------------------------------------- ----- ---
<S> <C> <C>

Director serving until 1998 Annual Meeting of Stockholders

Allan C. Hamilton, Member of Audit Committee; formerly Vice 1993 75
President and Treasurer, Exxon Corporation.

Directors serving until 1999 Annual Meeting of Stockholders

Charles F. Barber, Member of Audit Committee; Consultant; formerly 1993 80
Chairman of the Board, ASARCO Incorporated.

Michael S. Hyland*, President; President and Managing Director, 1993 51
Salomon Brothers Asset Management Inc and Managing Director,
Salomon Brothers Inc; Chairman, SBAM Limited; Director, SBAM Japan
Limited and Chairman, SBAM Ireland Limited.
</TABLE>

- - ----------

* "Interested person" as defined in the Investment Company Act. Messrs.
Biderman and Hyland are employees of Advantage and SBAM, respectively.

Each of the directors serves as a director for certain other registered
investment companies, as described below. Messrs. Hyland and Barber each serve
as a director for five other investment companies co-advised by Advantage and
SBAM and eight additional investment companies advised by SBAM. Mr. Barber also
serves as a director for two additional investment companies advised by
Advantage, as a director for six investment companies advised by investment
advisory affiliates of Smith Barney Inc. and as a trustee of Lehman Brothers
Institutional Funds Group Trust. Mr. Hamilton serves as a director for one other
investment company co-advised by Advantage and SBAM and three additional
investment companies advised by SBAM. Messrs. Rosen and Biderman each serve as a
director for one other investment company co-advised by Advantage and SBAM and
for one additional investment company advised by Advantage. Mr. Rosen also
serves as a director of Samsonite Corporation, AFP Imaging Corp. and Culligan
Water Technologies, Inc.

The Fund's executive officers are chosen each year at the first meeting of
the Fund's Board of Directors following the Annual Meeting of Stockholders, to
hold office until the meeting of the Board following the next Annual Meeting of
Stockholders and until their successors are chosen and qualified. In addition to
Messrs. Biderman and Hyland, the present executive officers of the Fund are:

Officer
Name Office Age Since
- - ---- ------ --- -----

Marybeth Whyte Executive Vice President 40 1994

Lawrence H. Kaplan Executive Vice President and 40 1995
General Counsel

Alan M. Mandel Treasurer 39 1995

Jennifer G. Muzzey Secretary 37 1997

Ms. Whyte has also been a Director of SBAM and Salomon Brothers Inc ("SBI")
since January 1995. Prior to January 1995, she was a Vice President of SBAM and
SBI. Prior to July 1994, Ms. Whyte was a Senior Vice President and head of the
Municipal Bond area at Fiduciary Trust Company International. Mr. Kaplan has
also been a Vice President and Chief Counsel of SBAM and a Vice President of SBI
since May 1995. Prior to May 1995, he was Senior Vice President, Director and
General Counsel of Kidder Peabody Asset Management, Inc. and a Senior Vice
President of Kidder, Peabody & Co. Incorporated since November 1990. Mr. Mandel
has also been a Vice President of SBAM and SBI since January 1, 1995. From
October 1991 through December 1994, he was Chief Financial Officer of Hyperion
Capital Management Inc., and prior to October 1991, he was Vice President of
Mitchell Hutchins Asset Management, Inc. Ms. Muzzey has also been an employee

<PAGE>
14

of SBAM since June 1994 and was an Assistant Vice President of SunAmerica Asset
Management Corporation prior to June 1994.

The Fund's Audit Committee is composed of Messrs. Barber, Rosen and
Hamilton. The principal functions of the Audit Committee are: (i) to recommend
to the Board the appointment of the Fund's independent accountants; (ii) to
review with the independent accountants the scope and anticipated cost of their
audit; and (iii) to receive and consider a report from the independent
accountants concerning their conduct of the audit, including any comments or
recommendations they might want to make in that connection. This Committee met
____ time[s] during the year ended December 31, 1996. The Fund has no nominating
or compensation committees.

During the fiscal year ended December 31, 1996, the Board of Directors met
__ times. Each director attended at least 75% of the meetings of the Board and
the Committee of the Board on which he served, for which he was eligible.

Under the federal securities laws, the Fund is required to provide to
stockholders in connection with the Meeting information regarding compensation
paid by the Fund to each director and each of the three highest-paid executive
officers, as well as compensation paid to such individuals by the various other
investment companies advised by Advantage and/or SBAM. The following table
provides information concerning the approximate compensation paid during the
year ended December 31, 1996 to each director and Nominee of the Fund. Each of
the directors listed below is a member of the Audit Committee of the Fund and
audit and other committees of certain other investment companies advised by
Advantage and/or SBAM, and accordingly, the amounts provided in the table
include compensation for service on such committees. The Fund (i) did not pay
compensation during the fiscal year ended December 31, 1996 to any of its
non-executive officers and (ii) does not provide any pension or retirement
benefits to directors or executive officers. In addition, no remuneration was
paid during the year ended December 31, 1996 by the Fund or any other investment
company advised by Advantage and/or SBAM to Messrs. Biderman or Hyland, who as
employees of Advantage and SBAM, respectively, are "interested persons," as
defined under the Investment Company Act.

<TABLE>
<CAPTION>
Total Compensation
Aggregate from Other Funds Total Compensation Total Compensation
Compensation Co-Advised by from Other Funds from Other Funds Total
Name of Director from Fund Advantage and SBAM Advised by Advantage Advised by SBAM Compensation
- - ---------------- --------- ------------------ -------------------- --------------- ------------
<S> <C> <C> <C> <C> <C>
Directorships (A) Directorships (A) Directorships (A) Directorships (A)

Charles F. Barber $8,500 $40,600(5) $19,600(2) $62,300(8) $131,000(16)

Allan C. Hamilton $8,500 $8,500(1) $0 $26,300(3) $43,300(5)

Robert L. Rosen $6,400 $6,400(1) $8,150(1) $0 $20,950(3)
</TABLE>

- - ----------

(A) The numbers in parentheses indicate the applicable number of investment
company directorships held by that director.

2. SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE:

Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") and Section 30(f) of the Investment Company Act in combination
require the Fund's directors and officers, persons who own more than ten percent
of the Fund's common stock, Advantage and SBAM, and their respective directors
and officers to file reports of ownership and changes in ownership with the
Securities and Exchange Commission and the New York Stock Exchange, Inc. The
Fund believes that all relevant persons have complied with applicable filing
requirements during the fiscal year ended December 31, 1996.

3. INFORMATION PERTAINING TO THE RATIFICATION OF THE SELECTION OF THE
INDEPENDENT ACCOUNTANTS:

The Board of Directors has selected Price Waterhouse LLP as independent
accountants of the Fund for the fiscal year ending December 31, 1997. Price
Waterhouse LLP also serves as independent accountants of the Fund for the fiscal
year ended December 31, 1996.

<PAGE>

EXHIBIT B-1

FORM OF NEW ADVANTAGE AGREEMENT 1/

Agreement dated and effective as of ________________ between
_______________2/, a Maryland corporation (herein referred to as the "Fund"),
and Advantage Advisers, Inc., a Delaware corporation (the "Investment Manager
3/").

4/ 1. Appointment of Investment Manager. The Investment Manager hereby

- - ----------

1/ This form is a composite of the eight New Advantage Agreements.

2/ Each of The Emerging Markets Income Fund Inc ("EMD"), The Emerging Markets
Income Fund II Inc ("EDF"), The Emerging Markets Floating Rate Fund Inc.
("EFL"), Global Partners Income Fund Inc. ("GDF"), Municipal Advantage Fund
Inc. ("MAF"), Municipal Partners Fund Inc. ("MNP"), Municipal Partners Fund
II Inc. ("MPT") or The Czech Republic Fund, Inc. ("CRF"), as applicable.

3/ EMD agreement substitutes "Adviser" for "Investment Manager" throughout
such agreement.

4/ EMD agreement substitutes the following for all of paragraph 1:

"1. Appointment of Adviser. The Adviser hereby undertakes and agrees, upon
the terms and conditions herein set forth, (i) to furnish to the Fund's
investment manager, Salomon Brothers Asset Management Inc (hereinafter the
"Investment Manager") and the Fund such research and assistance as the
Investment Manager and the Fund shall from time to time reasonably request; (ii)
to furnish to the Investment Manager and the Fund international economic
information and analysis with particular emphasis on macroeconomic issues within
the international economic community, particularly issues relating to emerging
market country entities; (iii) to consult with the Investment Manager and the
Fund with respect to emerging trends and developments in the international
community with particular emphasis on opportunities for emerging market country
entities; (iv) to consult with the Investment Manager and the Fund with respect
to international political, financial and social developments, particularly
those relating to emerging market countries; and (v) to pay the salaries, fees
and expenses of such of the Fund's officers, directors or employees as are
directors, officers or employees of the Adviser or any of its affiliates."

CRF agreement substitutes the following for all of paragraph 1:

"1. Appointment of Investment Manager. The Investment Manager hereby
undertakes and agrees, upon the terms and conditions herein set forth, to
provide overall investment management services for the Fund, and in connection
therewith to (i) supervise the Fund's investment program, including advising and
consulting with the Fund's Board of Directors regarding the Fund's overall
investment strategy; (ii) make, in consultation with the Fund's Board of
Directors, investment strategy decisions for the Fund; (iii) manage the
investing and reinvesting of the Fund's assets; (iv) place purchase and sale
orders on behalf of the Fund; (v) advise the Fund with respect to all matters
relating to the Fund's use of leveraging

(continued...)

<PAGE>
2

undertakes and agrees, upon the terms and conditions herein set forth, to (i)
supervise the Fund's investment program, including advising and consulting with
the Fund's board of directors and Salomon Brothers Asset Management Inc 5/ (the
"Investment Adviser") regarding the Fund's overall investment strategy, (ii)
advise the Fund and the Investment Adviser with respect to all matters relating
to the Fund's use of leveraging techniques, including the extent and timing of
the Fund's use of such techniques, (iii) consult with the Investment Adviser on
[at least a weekly]6/ basis regarding the Investment Adviser's [specific]7/
decisions concerning the purchase, sale or holding of particular securities,
(iv) provide access on a continuous basis to economic, financial and political
information, research and assistance, (v)8/ [monitor the performance of the
Fund's outside service providers, including the Fund's administrator, transfer
agent and custodian]9/ and (vi) [pay the salaries, fees and expenses of such of
the Fund's officers, directors or employees as are directors,

- - ----------
4/(continued...)

techniques; (vi) provide or procure the provision of research and
statistical data to the Fund in relation to investing and other matters
within the scope of the investment objective and limitations of the Fund;
(vii) monitor the performance of the Fund's outside service providers,
including the Fund's administrator, transfer agent and custodian; (viii) be
responsible for compliance by the Fund with U.S. Federal, State and other
applicable laws and regulations, and (ix) pay the salaries, fees and
expenses of such of the Fund's directors, officers or employees who are
directors, officers or employees of the Investment Manager or any of its
affiliates, except that the Fund will bear travel expenses or an
appropriate portion thereof of directors and officers of the Fund who are
directors, officers or employees of the Investment Manager, to the extent
that such expenses relate to attendance at meetings of the Board of
Directors or any committees thereof. The Investment Manager may delegate
any of the foregoing responsibilities to a third party with the consent of
the Fund."

5/ MAF agreement substitutes "OpCap Advisors" for "Salomon Brothers Asset
Management Inc" throughout such agreement.

6/ EDF, EFL, GDF and MPT agreements substitute "a regular" for the bracketed
language.

7/ EDF, EFL, GDF and MPT agreements omit the bracketed language.

8/ EDF, EFL and GDF agreements add "consult with the Investment Adviser and
the Fund with respect to emerging trends and developments in the
international community with particular emphasis on opportunities for
emerging market country entities, (vi) consult with the Investment Adviser
and the Fund with respect to international political, financial and social
developments, particularly those relating to emerging market countries,
(vii)" where indicated, and MAF agreement adds "be responsible for matters
related to the corporate existence of the Fund, (vi)" where indicated.

9/ EDF agreement omits the bracketed language.

<PAGE>
3

officers or employees of the Investment Manager or any of its affiliates]10/. In
addition, the Investment Manager hereby undertakes and agrees to appoint Salomon
Brothers Asset Management Inc as investment adviser to (a) make, in consultation
with the Investment Manager and the Fund's Board of Directors, investment
strategy decisions for the Fund, (b) manage the investing and reinvesting of the
Fund's assets, (c) place purchase and sale orders on behalf of the Fund, (d)
provide research and statistical data to the Fund in relation to investing and
other matters within the scope of the investment objectives and limitations of
the Fund and (e) provide the following services: (i) compliance with [the rules
and regulations of the Securities and Exchange Commission]11/, including record
keeping, reporting requirements and preparation of registration statements and
proxies, (ii) supervision of Fund operations, including coordination of
functions of the transfer agent, custodian, accountants, counsel and other
parties performing services or operational functions for the Fund, (iii)
administrative and clerical services, including accounting services and
maintenance of books and records and (iv) services to Fund shareholders,
including responding to shareholder inquiries and maintaining a flow of
information to shareholders. The Investment Adviser shall have the sole ultimate
discretion over investment decisions for the Fund.

2. In connection herewith, the Investment Manager agrees to maintain a
staff within its organization to furnish the above services to the Fund [and to
the Investment Adviser]12/. The Investment Manager shall bear all expenses
arising out of its duties hereunder13/.

- - ----------

10/ MPT agreement substitutes "pay the reasonable salaries and expenses of such
of the Fund's officers and employees and any fees and expenses of such of
the Fund's directors who are directors, officers or employees of the
Investment Manager, except that the Fund will bear travel expenses or an
appropriate portion thereof of directors and officers of the Fund who are
directors, officers or employees of the Investment Manager, to the extent
that such expenses relate to attendance at meetings of the Board of
Directors or any committees thereof" for the bracketed language.

11/ EFL and GDF agreements substitute "U.S. federal, state and other applicable
laws and regulations" for the bracketed language.

12/ CRF agreement omits the bracketed language and MAF agreement adds "and
provide the Fund with persons satisfactory to the Fund's Board of Directors
to serve as officers and employees of the Fund" where indicated.

13/ MAF agreement adds ", except that the Board of Directors may approve
reimbursement for the time spent on Fund operations of personnel who spend
substantial time on the operations (other than the provision of investment
advice) of the Fund or other investment companies advised by the Investment
Manager" where indicated.

<PAGE>
4

Except as provided in Section 1 [hereof and subparagraph 3(a) of the
Advisory Agreement (as defined below)]14/, the Fund shall be responsible for all
of the Fund's expenses and liabilities, including organizational [and
offering]15/ expenses (which include out-of-pocket expenses, but not overhead or
employee costs of the Investment Manager [and the Investment Adviser]16/);
expenses for legal, accounting and auditing services; taxes and governmental
fees; dues and expenses incurred in connection with membership in investment
company organizations; fees and expenses incurred in connection with listing the
Fund's shares on any stock exchange;17/ costs of printing and distributing
shareholder reports, proxy materials, prospectuses, stock certificates and
distribution of dividends; charges of the Fund's custodians, sub-custodians,
[administrators and sub-administrators,]18/ registrars, transfer agents,
dividend disbursing agents and dividend reinvestment plan agents; payment for
portfolio pricing services to a pricing agent, if any; registration and filing
fees of the Securities and Exchange Commission; expenses of registering or
qualifying securities of the Fund for sale in the various states; freight and
other charges in connection with the shipment of the Fund's portfolio
securities; fees and expenses of non-interested directors19/; travel expenses or
an appropriate portion thereof of directors and officers of the Fund [who are
directors, officers or employees of the Investment Manager or the Investment
Adviser]20/ to the extent that such expenses relate to attendance at meetings of
the Board of Directors or any committee thereof21/; [salaries of shareholder
relations personnel;]22/ costs of shareholders

- - ----------

14/ EDF, EFL and GDF agreements substitute "hereof and subparagraph 3(a) of the
Investment Advisory and Administration Agreement among the Investment
Adviser, the Investment Manager and with respect to certain sections, the
Fund (the "Advisory and Administration Agreement")" for the bracketed
language, and EMD and CRF agreements omit the bracketed language.

15/ EMD agreement omits the bracketed language.

16/ EFL, GDF and CRF agreements omit the bracketed language.

17/ EDF, EFL and GDF agreements add "expenses of leverage;" where indicated.

18/ MAF agreement omits the bracketed language.

19/ CRF agreement adds "or non-interested members of any advisory of investment
board, committee or panel of the Fund" where indicated.

20/ CRF agreement substitutes ", or members of any advisory or investment
board, committee or panel of the Fund," for the bracketed language.

21/ CRF agreement adds ", or of any such advisory or investment board,
committee or panel" where indicated.

22/ MAF agreement omits the bracketed language.

<PAGE>
5

meetings;23/ insurance; interest; brokerage costs24/; litigation and other
extraordinary or non-recurring expenses.

25/3. Remuneration. In consideration of the services to be rendered by the

- - ----------

23/ EDF, EFL and GDF agreements add "the fees of any rating agencies retained
to rate any preferred stock or debt securities issued by the Fund;" where
indicated.

24/ MNP and MPT agreements add "expenses in connection with the offering and
issuance of and, if applicable, auctions of shares of preferred stock
proposed to be issued by the Fund;" and MAF agreement adds "expenses in
connection with the offering and issuance of and, if applicable, auctions
of shares of any preferred stock issued by the Fund;" where indicated.

25/ CRF agreement adds the following two paragraphs where indicated:

"3. Transactions with Affiliates. The Investment Manager is authorized on
behalf of the Fund, from time to time when deemed to be in the best interests of
the Fund and to the extent permitted by applicable law, to purchase and/or sell
securities in which the Investment Manager or any of its affiliates underwrites,
deals in and/or makes a market and/or may perform or seek to perform investment
banking services for issuers of such securities. The Investment Manager is
further authorized, to the extent permitted by applicable law, to select brokers
(including any brokers affiliated with the Investment Manager) for the execution
of trades for the Fund.

4. Best Execution; Research Services. The Investment Manager is authorized,
for the purchase and sale of the Fund's portfolio securities, to employ such
dealers and brokers as may, in the judgment of the Investment Manager, implement
the policy of the Fund to obtain the best results taking into account such
factors as price, including dealer spread, the size, type and difficulty of the
transaction involved, the firm's general execution and operational facilities
and the firm's risk in positioning the securities involved. Consistent with this
policy, the Investment Manager is authorized to direct the execution of the
Fund's portfolio transactions to dealers and brokers furnishing statistical
information or research deemed by the Investment Manager to be useful or
valuable to the performance of its investment advisory functions for the Fund.
It is understood that in these circumstances, as contemplated by Section 28(e)
of the Securities Exchange Act of 1934, the commissions paid may be higher than
those which the Fund might otherwise have paid to another broker if those
services had not been provided. Information so received will be in addition to
and not in lieu of the services required to be performed by the Investment
Manager. It is understood that the expenses of the Investment Manager will not
necessarily be reduced as a result of the receipt of such information or
research. Research services furnished to the Investment Manager by brokers who
effect securities transactions for the Fund may be used by the Investment
Manager in servicing other investment companies and accounts which it manages.
Similarly, research services furnished to the Investment Manager by brokers who
effect securities transactions for other investment companies and accounts which
the Investment Manager

(continued...)
<PAGE>
6

Investment Manager under this agreement, the Fund shall pay the Investment
Manager a monthly fee in United States dollars on the [fifth]26/ business day of
each month for the previous month at an annual rate of [0.60%]27/ of the Fund's
average weekly net assets28/, commencing on the date of the first receipt by the
Fund of the proceeds of the sale of shares to the Underwriters as described in
the Fund's Registration Statement on Form N-2 under the Securities Act of 1933,
as amended, and the Investment Company Act of 1940, as amended (the "1940 Act").
If the fee payable to the Investment Manager pursuant to this paragraph 3 begins
to accrue before the end of any month or if this agreement terminates before the
end of any month, the fee for the period from such date to the end of such month
or from the beginning of such month to the date of termination, as the case may
be, shall be prorated according to the proportion which such period bears to the
full month in which such effectiveness or termination occurs.

For purposes of calculating each such monthly fee, the value of the Fund's
net assets shall be computed at the time and in the manner specified in the
Registration Statement.

- - ----------

25/(...continued)
manages may be used by the Investment Manager in servicing the Fund. It is
understood that not all of these research services are used by the Investment
Manager in managing any particular account, including the Fund."

EMD agreement adds the following paragraph where indicated:

"3. Relationship with Investment Manager. In connection with the rendering
of the services required under Section 1, the Fund has entered into an agreement
dated the date hereof with the Investment Manager, which is to furnish certain
services to the Fund pursuant to such agreement. Furthermore, it is agreed and
acknowledged that the Adviser will provide advice and consultation to the
Investment Manager regarding the Fund's overall investment strategy; however,
the Investment Manager will have sole discretion over investment decisions for
the Fund."

26/ EMD agreement substitutes "first" for the bracketed language.

27/ EMD agreement substitutes "0.50%", EFL and GDF agreements substitute
"1.10%", EDF agreement substitutes "1.20%", and CRF agreement substitutes
"1.00%" for the bracketed language.

28/ MNP and MPT agreements add "(i.e. the average weekly value of the Fund's
assets less its liabilities, exclusive of capital stock and surplus)" and
MAF agreement adds "(i.e. the average weekly value of the Fund's assets
less its liabilities, exclusive of common and preferred stock and surplus)"
where indicated.

<PAGE>
7

[Compensation of the Investment Adviser for services provided under the
Advisory29/ Agreement is the sole responsibility of the Investment Manager.]30/

4. Representations and Warranties. The Investment Manager represents and
warrants that it is duly registered and authorized as an investment adviser
under the Investment Advisers Act of 1940, as amended, and the Investment
Manager agrees to maintain effective all requisite registrations, authorizations
and licenses, as the case may be, until the termination of this agreement.

5. Services Not Deemed Exclusive. The services provided hereunder by the
Investment Manager are not to be deemed exclusive and the Investment Manager and
any of its affiliates or related persons are free to render similar services to
others and to use the research developed in connection with this agreement for
other clients or affiliates. Nothing herein shall be construed as constituting
the Investment Manager an agent of the [Investment Adviser or of the]31/ Fund.

6. Limit of Liability. The Investment Manager shall exercise its best
judgment in rendering the services in accordance with the terms of this
agreement. The Investment Manager shall not be liable for any error of judgment
or mistake of law or for any act or omission or any loss suffered by the Fund in
connection with the matters to which this agreement relates, provided that
nothing herein shall be deemed to protect or purport to protect the Investment
Manager against any liability to the Fund or its shareholders to which the
Investment Manager would otherwise be subject by reason of willful misfeasance,
bad faith or gross negligence32/ in the performance of its duties or from
reckless disregard33/ of its obligations and duties under this agreement
("disabling conduct"). The Fund will indemnify the Investment Manager against,
and hold it harmless from, any and all losses, claims, damages, liabilities or
expenses (including reasonable counsel fees and expenses), including any amounts
paid in satisfaction of judgments, in compromise or as fines or penalties, not
resulting from disabling conduct34/. Indemnification shall be made only
following: (i) a final decision on the merits by a court or other body before
whom the proceeding was brought that the Investment Manager was not liable by
reason of disabling conduct or (ii) in the absence of such a decision, a
reasonable determination, based upon a review of the facts, that the Investment
Manager was not liable by reason of disabling

- - ----------

29/ EDF, EFL, and GDF agreements add "and Administration" where indicated.

30/ EMD and CRF agreements omit the bracketed language.

31/ CRF agreement omits the bracketed language.

32/ EMD, EDF, EFL, GDF and CRF agreements add "on its part" where indicated.

33/ EMD, EDF, EFL, GDF and CRF agreements add "by it" where indicated.

34/ EDF, EFL, GDF and CRF agreements add "by the Investment Manager" and EMD
agreement adds "by the Adviser" where indicated.

<PAGE>
8

conduct by (a) the vote of a majority of a quorum of directors of the Fund who
are neither "interested persons" of the Fund nor parties to the proceeding
("disinterested non-party directors") or (b) an independent legal counsel in a
written opinion. The Investment Manager shall be entitled to advances from the
Fund for payment of the reasonable expenses35/ incurred by it in connection with
the matter as to which it is seeking indemnification in the manner and to the
fullest extent permissible under law. [Prior to any such advance, the Investment
Manager]36/ shall provide to the Fund a written affirmation of its good faith
belief that the standard of conduct necessary for indemnification by the Fund
has been met and a written undertaking to repay any such advance if it should
ultimately be determined that the standard of conduct has not been met. In
addition, at least one of the following additional conditions shall be met: (a)
the Investment Manager shall provide a security in form and amount acceptable to
the Fund for its undertaking; (b) the Fund is insured against losses arising by
reason of the advance; or (c) a majority of a quorum of disinterested non-party
directors, or independent legal counsel, in a written opinion, shall have
determined, based on a review of facts readily available to the Fund at the time
the advance is proposed to be made, that there is reason to believe that the
Investment Manager will ultimately be found to be entitled to indemnification.

7. Duration and Termination. This agreement shall remain in effect until
__________________ and shall continue in effect thereafter for successive annual
periods, but only so long as such continuance is specifically approved at least
annually by the affirmative vote of (i) a majority of the members of the Fund's
Board of Directors who are not parties to this Agreement or "interested persons"
(as defined in the 1940 Act) of any such party, cast in person at a meeting
called for the purpose of voting on such approval and (ii) a majority of the
Fund's Board of Directors or the holders of a majority of the outstanding voting
securities (as defined in the 1940 Act) of the Fund.

Notwithstanding the above, this agreement (a) may nevertheless be
terminated at any time, without penalty, by the Fund's Board of Directors, by
vote of holders of a majority of the outstanding voting securities (as defined
in the 1940 Act) of the Fund or by the Investment Manager, upon 60 days' written
notice delivered to each party hereto, and (b) shall automatically be terminated
in the event of its assignment (as defined in the 1940 Act). Any such notice
shall be deemed given when received by the addressee.

8. Governing Law. This Agreement shall be governed, construed and
interpreted in accordance with the laws of the State of New York, provided,
however, that nothing herein shall be construed as being inconsistent with the
1940 Act.

9. Notices. Any notice hereunder shall be in writing and shall be delivered
in person or by telex or facsimile (followed by delivery in person) to the
parties at the addresses set forth below.

- - ----------

35/ CRF agreement adds "(including reasonable counsel fees and expenses)" where
indicated.

36/ EMD agreement substitutes "The Adviser" for the bracketed language.

<PAGE>
9

If to the Fund:
[name of Fund]
[Seven World Trade Center
New York, New York 10048]37/
Tel: ____________________
Fax: ____________________
Attn: [name of Fund Secretary]

If to the Investment Manager:

Advantage Advisers, Inc.
800 Newport Center Drive, Suite 100
Newport Beach, California 92660
Tel:
Fax:
Attn:

or to such other address as to which the recipient shall have informed the other
party in writing.

Unless specifically provided elsewhere, notice given as provided above
shall be deemed to have been given, if by personal delivery, on the day of such
delivery, and, if by telex or facsimile and mail, on the date on which such
telex or facsimile is sent.

10. Counterparts. This agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto caused their duly authorized
signatories to execute this agreement as of the day and year first written
above.

[NAME OF FUND]

By:________________________________
Name:
Title:

ADVANTAGE ADVISERS, INC.

By:________________________________
Name:
Title:

- - ----------

37/ MAF and CRF agreements substitute "One World Financial Center, New York,
New York 10281" for the bracketed language.

<PAGE>
EXHIBIT B-2

FORM OF NEW SBAM AGREEMENT1/

Advantage Advisers, Inc.
800 Newport Center Drive, Suite 100
Newport Beach, California 92660

-----------------------

Salomon Brothers Asset Management Inc
Seven World Trade Center
New York, New York 10048

Dear Sirs:

This will confirm the agreement between the undersigned (the "Investment
Manager") [and you (the "Investment Adviser")]2/ as follows:

1. The Investment Manager has been employed by the 3/ (the "Fund") pursuant
to a management agreement dated _______________ between you and the Investment
Manager (the "Management Agreement"). The Fund is a closed-end, [diversified]4/
management investment company registered under the Investment Company Act of
1940, as amended (the "1940 Act"). The Fund proposes to engage in the business
of investing and reinvesting its assets in the manner and in accordance with the
investment objectives and limitations specified in the Fund's Articles of
Incorporation, as amended from time to time (the "Articles"), in the
Registration Statement on Form N-2, as in effect from time to time (the
"Registration Statement"), filed with the Securities and Exchange

- - ----------

1/ This form is a composite of the five New SBAM Agreements.

2/ EDF, EFL and GDF agreements substitute ", you (the "Investment Adviser")
and the Fund (but only with respect to subparagraph 3(b) and paragraphs 6,
7, 10 and 11 of this agreement)" for the bracketed language.

3/ Each of the Emerging Markets Income Fund Inc. ("EMD"), a Maryland
Corporation, The Emerging Markets Floating Rate Fund Inc. ("EDF"), a
Maryland Corporation, Global Partners Income Fund Inc. ("GDF"), a Maryland
Corporation, Municipal Partners Fund Inc. ("MNP"), a Maryland Corporation,
or Municipal Partners Fund II Inc. ("MPT"), a Maryland Corporation, as
applicable.

4/ EDF, EFL and GDF agreements substitute "non-diversified" for the bracketed
language.

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2

Commission (the "SEC") by the Fund under the 1940 Act and the Securities Act of
1933, as amended, and in such manner and to such extent as may from time to time
be authorized by the Board of Directors of the Fund. Copies of the documents
referred to in the preceding sentence have been furnished to the Investment
Adviser. Any amendments to these documents shall be furnished to the Investment
Adviser.

2. The Investment Manager employs the Investment Adviser, subject to the
direction and control of the directors of the Fund, including without limitation
any approval of the directors of the Fund required by the 1940 Act, to (a) make,
in consultation with the Investment Manager and the Fund's Board of Directors,
investment strategy decisions for the Fund, (b) manage the investing and
reinvesting of the Fund's assets as specified in paragraph 1, (c) place purchase
and sale orders on behalf of the Fund, (d) provide research and statistical data
to the Fund in relation to investing and other matters within the scope of the
investment objectives and limitations of the Fund and (e) provide the following
services for the Fund: (A) compliance with [the rules and regulations of the
SEC]5/, including record keeping, reporting requirements and preparation of
registration statements and proxies; (B) supervision of Fund operations,
including coordination of functions of the transfer agent, custodian,
accountants, counsel and other parties performing services or operational
functions for the Fund; (C) administrative and clerical services, including
accounting services and maintenance of books and records; and (D) services to
Fund shareholders, including responding to shareholder inquiries and maintaining
a flow of information to shareholders. The Investment Adviser shall have the
sole ultimate discretion over investment decisions for the Fund.

3. (a) The Investment Adviser shall, at its expense, (i) provide the Fund
with office space, office facilities and personnel reasonably necessary for
performance of the services to be provided by the Investment Adviser pursuant to
this Agreement [and (ii) provide the Fund with persons satisfactory to the
Fund's Board of Directors to serve as officers and employees of the Fund]6/.

(b) Except as provided in subparagraph 3(a) hereof and Section 1 of the
Management Agreement, the Fund shall be responsible for all of the Fund's
expenses and liabilities, including organizational and offering expenses (which
include out-of-pocket expenses, but not overhead or employee costs of the
Investment Adviser); expenses for legal, accounting and auditing services; taxes
and governmental fees; dues and expenses incurred in connection with membership
in investment company organizations; fees and expenses incurred in connection
with listing the Fund's shares on any stock exchange;7/ costs of printing and
distributing shareholder reports, proxy materials, prospectuses, stock
certificates

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5/ EFL and GDF agreements substitute "U.S. federal, state and other applicable
laws and regulations" for the bracketed language.

6/ EDF, EFL and GDF agreements omit the bracketed language.

7/ EDF, EFL and GDF agreements add "expenses of leverage;" where indicated.

<PAGE>
3

and distribution of dividends; charges of the Fund's custodians, sub-custodians,
administrators and sub-administrators, registrars, transfer agents, dividend
disbursing agents and dividend reinvestment plan agents; payment for portfolio
pricing services to a pricing agent, if any; registration and filing fees of the
SEC; expenses of registering or qualifying securities of the Fund for sale in
the various states; freight and other charges in connection with the shipment of
the Fund's portfolio securities; fees and expenses of non-interested directors;
travel expenses or an appropriate portion thereof of directors and officers of
the Fund who are directors, officers or employees of the Investment Adviser [or
the Investment Manager]8/ to the extent that such expenses relate to attendance
at meetings of the Board of Directors or any committee thereof; salaries of
shareholder relations personnel; costs of shareholders meetings;9/ insurance;
interest; brokerage costs; [expenses in connection with the offering and
issuance of and, if applicable, auctions of shares of preferred stock proposed
to be issued by the Fund;]10/ litigation and other extraordinary or
non-recurring expenses.

4. The Investment Adviser shall make investments for the Fund's account in
accordance with the investment objectives11/ and limitations set forth in the
Articles, the Registration Statement, the 1940 Act, the provisions of the
Internal Revenue Code of 1986, as amended, relating to regulated investment
companies and policy decisions adopted by the Fund's Board of Directors from
time to time. The Investment Adviser shall advise the Fund's officers and Board
of Directors, at such times as the Fund's Board of Directors may specify, of
investments made for the Fund's account and shall, when requested by the Fund's
officers or Board of Directors, supply the reasons for making such investments.

5. The Investment Adviser may contract with or consult with such banks,
other securities firms, brokers or other parties, without additional expense to
the Fund, as it may deem appropriate regarding investment advice, research and
statistical data, clerical assistance[, accounting services]12/ or otherwise.

6. The Investment Adviser is authorized on behalf of the Fund, from time to
time when deemed to be in the best interests of the Fund and to the extent
permitted by applicable law, to purchase and/or sell securities in which the
Investment Adviser or the Investment Manager or any of their affiliates
underwrites, deals in and/or makes a market and/or may perform or seek to
perform investment banking services for issuers of such securities. The
Investment Adviser is further authorized, to the extent permitted by applicable

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8/ EFL and GDF agreements omit the bracketed language.

9/ EDF, EFL and GDF agreements add "the fees of any rating agencies retained
to rate any preferred stock or debt securities issued by the Fund;" where
indicated.

10/ EDF, EFL and GDF agreements omit the bracketed language.

11/ EFL agreement adds ", policies" where indicated.

12/ EDF, EFL and GDF agreements omit the bracketed language.

<PAGE>
4

law, to select brokers [affiliated with the Investment Adviser or the Investment
Manager]13/ for the execution of trades for the Fund.

8. In consideration of the services to be rendered by the Investment
Adviser under this agreement, the Investment Manager shall pay the Investment
Adviser a monthly fee in United States dollars on the fifth business day of each
month for the previous month at an annual rate of [0.36%]15/ of the Fund's
average weekly net assets (i.e. the average weekly value of the Fund's assets
less its liabilities exclusive of capital stock and surplus), commencing on the
date of the first receipt by the Fund of the proceeds of the sale of shares to
the Underwriters as described in the Registration Statement. If the fee payable
to the Investment Adviser pursuant to this paragraph 8 begins to accrue before
the end of any month or if this agreement terminates before the end of any
month, the fee for the period from such date to the end of such month or from
the beginning of such month to the date of termination, as the case may be,
shall be prorated according to the proportion which such period bears to the
full month in which such effectiveness or termination occurs. For purposes of
calculating each such monthly fee, the value of the Fund's net assets shall be
computed at the time and in the manner specified in the Registration Statement.

- - ----------

13/ EFL and GDF agreements substitute "(including Salomon Brothers Inc or any
other brokers affiliated with the Investment Adviser or the Investment
Manager)" for the bracketed language, and EDF agreement substitutes
"(including brokers affiliated with the Investment Adviser or Investment
Manager)" for the bracketed language.

14/ EFL and GDF agreements omit the bracketed language.

15/ EFL and GDF agreements substitute ".65%" and EDF agreement substitutes
".70%" for the bracketed language.

<PAGE>
5

9. The Investment Adviser represents and warrants that it is duly
registered and authorized as an investment adviser under the [1940 Act]16/, the
Investment Adviser agrees to maintain effective all requisite registrations,
authorizations and licenses, as the case may be, until the termination of this
Agreement.

10. The Investment Adviser shall exercise its best judgment in rendering
the services in accordance with the terms of this agreement. The Investment
Adviser shall not be liable for any error of judgment or mistake of law or for
any act or omission or any loss suffered by the Fund [or the Investment
Manager]17/ in connection with the matters to which this agreement relates,
provided that nothing herein shall be deemed to protect or purport to protect
the Investment Adviser against any liability to the Fund or [the Investment
Manager]18/ to which the Investment Adviser would otherwise be subject by reason
of willful misfeasance, bad faith or gross negligence on its part in the
performance of its duties or from reckless disregard by it of its obligations
and duties under this agreement ("disabling conduct"). The Fund will indemnify
the Investment Adviser against, and hold it harmless from, any and all losses,
claims, damages, liabilities or expenses (including reasonable counsel fees and
expenses), including any amounts paid in satisfaction of judgments, in
compromise or as fines or penalties, not resulting from disabling conduct by the
Investment Adviser. Indemnification pursuant to the foregoing sentence shall be
made only following: (i) a final decision on the merits by a court or other body
before whom the proceeding was brought that the Investment Adviser was not
liable by reason of disabling conduct, or (ii) in the absence of such a
decision, a reasonable determination, based upon a review of the facts, that the
Investment Adviser was not liable by reason of disabling conduct by (a) the vote
of a majority of a quorum of directors of the Fund who are neither "interested
persons" of the Fund nor parties to the proceeding ("disinterested non-party
directors") or (b) an independent legal counsel in a written opinion. The
Investment Adviser shall be entitled to advances from the Fund for payment of
the reasonable expenses incurred by it in connection with the matter as to which
it is seeking indemnification in the manner and to the fullest extent
permissible under law. [Prior to any such advance, the]19/ Investment Adviser
shall provide to the Fund a written affirmation of its good faith belief that
the standard of conduct necessary for indemnification by the Fund has been met
and a written undertaking to repay any such advance if it should ultimately be
determined that the standard of conduct has not been met. In addition, at least
one of the following additional conditions shall be met: (a) the Investment
Adviser shall provide security in form and amount acceptable to the Fund for its
undertaking; (b) the Fund is insured against losses arising by reason of the
advance; or (c) a

- - ----------

16/ EDF, EFL and GDF agreement substitute "Investment Advisers Act of 1940, as
amended" for the bracketed language.

17/ EDF, EFL and GDF agreements omit the bracketed language.

18/ EDF, EFL and GDF agreements substitute "its shareholders" for the bracketed
language.

19/ EDF, EFL and GDF agreements substitute "The" for the bracketed language.

<PAGE>
6

majority of a quorum of disinterested non-party directors, or independent legal
counsel, in a written opinion, shall have determined, based on a review of facts
readily available to the Fund at the time the advance is proposed to be made,
that there is reason to believe that the Investment Adviser will ultimately be
found to be entitled to indemnification.

11. This agreement shall continue in effect until ________________________
and thereafter for successive annual periods, provided that such continuance is
specifically approved at least annually (a) by the vote of a majority of the
Fund's outstanding voting securities (as defined in the 1940 Act) or by the
Fund's Board of Directors and (b) by the vote, cast in person at a meeting
called for the purpose, of a majority of the Fund's directors who are not
parties to this agreement or "interested persons" (as defined in the 1940 Act)
of any such party. This agreement may be terminated at any time, without the
payment of any penalty, by a vote of a majority of the Fund's outstanding voting
securities (as defined in the 1940 Act) or by a vote of a majority of the Fund's
entire Board of Directors on 60 days' written notice to the Investment Adviser
or by the Investment Adviser on 60 days' written notice to the Investment
Manager. This agreement shall terminate automatically in the event of its
assignment (as defined in the 1940 Act). This agreement may only be terminated
in accordance with the provisions of this paragraph 11; provided, however, that
nothing contained in this agreement shall prohibit the ability of the Investment
Manager, in the exercise of its fiduciary duty, to recommend to the Fund that
the Fund take action to terminate this agreement as provided in this paragraph
11.

12. Nothing herein shall be deemed to limit or restrict the right of the
Investment Adviser, or any affiliate of the Investment Adviser, or any employee
of the Investment Adviser, to engage in any other business or to devote time and
attention to the management or other aspects of any other business, whether of a
similar or dissimilar nature, or to render services of any kind to any other
corporation, firm, individual or association. Nothing herein shall be construed
as constituting the Investment Adviser an agent of the Investment Manager or the
Fund.

13. This Agreement shall be governed by the laws of the State of New York;
provided, however, that nothing herein shall be construed as being inconsistent
with the 1940 Act.

14. Notices. Any notice hereunder shall be in writing and shall be
delivered in person or by telex or facsimile (followed by delivery in person) to
the parties at the addresses set forth below.

<PAGE>
7

If to the Investment Adviser:

Salomon Brothers Asset Management Inc
Seven World Trade Center
New York, New York 10048
Tel: (212) 783-7416
Fax: (212) 783-3601
Attn: President

If to the Investment Manager:

Advantage Advisers, Inc.
800 Newport Center Drive, Suite 100
Newport Beach, California 92660
Tel:
Fax:
Attn:

or to such other address as to which the recipient shall have informed the other
party in writing.

15. Counterparts. This agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.

If the foregoing correctly sets forth the agreement between the Investment
Manager and the Investment Adviser, please so indicate by signing and returning
to the Investment Manager the enclosed copy hereof.

Very truly yours,

ADVANTAGE ADVISERS, INC.

By:________________________
Name:
Title:
<PAGE>
8

ACCEPTED:

SALOMON BROTHERS ASSET
MANAGEMENT INC

By:___________________________
Name:
Title:

___________________________hereby
acknowledges and agrees to the
provisions of subparagraph 3.(b)
and [paragraph 10]20/ of this agreement.

______________________________

By:___________________________
Name:
Title:

- - ----------

20/ EDF, EFL and GDF agreements substitute "paragraphs 6, 7, 10 and 11" for the
bracketed language.

<PAGE>

EXHIBIT B-3

FORM OF NEW OPCAP AGREEMENT1/

Advantage Advisers, Inc.
800 Newport Center Drive, Suite 100
Newport Beach, California 92660

----------------------

OpCap Advisors
Oppenheimer Tower
One World Financial Center
200 Liberty Street
New York, New York 10281

Dear Sirs:

This will confirm the agreement between the undersigned (the "Investment
Manager") [and you (the "Investment Adviser")]2/ as follows:

1. The Investment Manager has been employed by ____________________ 3/ (the
"Fund") pursuant to a management agreement dated as of ________________ between
the Fund and the Investment Manager (the "Management Agreement"). The Fund is a
closed-end, [diversified]4/ management investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act"). The Fund proposes
to engage in the business of investing and reinvesting its assets in the manner
and in accordance with the investment objective and limitations specified in the
Fund's Articles of Incorporation, as amended from time to time (the
"Articles5/"), in the Registration Statement on Form N-2, as in effect from time
to time (the "Registration Statement"), filed with the Securities and Exchange
Commission (the "SEC") by the Fund under the 1940 Act and the Securities Act of
1933, as amended, and in such manner and to such extent as may from time to time
be authorized by the Board of Directors of the Fund. Copies of the documents
referred to in the

- - ----------

1/ This form is a composite of the two New OpCap Agreements.

2/ CRF agreement substitutes ", you (the "Investment Advisor") and the Fund
(but only with respect to paragraph 2, subparagraph 3(b) and paragraphs 6,
7, 10 and 11 of this agreement)" for the bracketed language.

3/ Each of Municipal Advantage Fund Inc. ("MAF"), a Maryland Corporation, or
The Czech Republic Fund, Inc. ("CRF"), a Maryland Corporation, as
applicable.

4/ CRF agreement substitutes "non-diversified" for the bracketed language.

5/ CRF agreement substitutes "Charter" for "Articles" throughout such
agreement.

<PAGE>
2

preceding sentence have been furnished to the Investment Adviser. Any amendments
to these documents shall be furnished to the Investment Adviser.

2. The Investment Manager employs the Investment Adviser, subject to the
direction and control of the directors of the Fund, including without limitation
any approval of the directors of the Fund required by the 1940 Act, to (a) make,
in consultation with the Investment Manager and the Fund's Board of Directors,
investment strategy decisions for the Fund, (b) manage the investing and
reinvesting of the Fund's assets as specified in paragraph 1, (c) place purchase
and sale orders on behalf of the Fund, (d) provide6/ research and statistical
data to the Fund in relation to investing and other matters within the scope of
the investment objective and limitations of the Fund and (e) [provide the
following services for the Fund: (A) compliance with the rules and regulations
of the SEC, including record keeping, reporting requirements and preparation of
registration statements and proxies; (B) supervision of Fund operations,
including coordination of functions of the transfer agent, custodian,
accountants, counsel and other parties performing services or operational
functions for the Fund, (C) administrative and clerical services, including
accounting services and maintenance of books and records; and (D) services to
Fund shareholders, including responding to shareholder inquiries and maintaining
a flow of information to shareholders. The Investment Adviser shall have the
sole ultimate discretion over investment decisions for the Fund]7/.

3. (a) The Investment Adviser shall, at its expense, provide the Fund with
office space, office facilities and personnel reasonably necessary for
performance of the services to be provided by the Investment Adviser pursuant to
this Agreement.

(b) Except as provided in subparagraph 3(a) hereof and Section 1 of the
Management Agreement, the Fund shall be responsible for all of the Fund's
expenses and liabilities, including organizational and offering expenses (which
include out-of-pocket expenses, but not overhead or employee costs of the
Investment Adviser); expenses for legal, accounting and auditing services; taxes
and governmental fees; dues and expenses incurred in connection with membership
in investment company organizations; fees and expenses incurred in connection
with listing the Fund's shares on any stock exchange; costs of printing and
distributing shareholder reports, proxy materials, prospectuses, stock
certificates and

- - ----------

6/ CRF agreement adds "or procure the provision of" where indicated.

7/ CRF agreement substitutes "be responsible for compliance by the Fund with
U.S. federal, state and other applicable laws and regulations with respect
to regulating the composition of the Fund's portfolio and (f) pay the
salaries, fees and expenses of such of the Fund's directors, officers or
employees who are directors, officers or employees of the Investment
Adviser or any of its affiliates, except that the Fund will bear travel
expenses or an appropriate portion thereof of directors and officers of the
Fund who are directors, officers or employees of the Investment Adviser to
the extent that such expenses relate to attendance at meetings of the Board
of Directors or any committees thereof" for the bracketed language.

<PAGE>
3

distribution of dividends; charges of the Fund's custodians, sub-custodians,8/
registrars, transfer agents, dividend-paying agents and dividend reinvestment
plan agents; payment for portfolio pricing services to a pricing agent, if any;
registration and filing fees of the SEC; expenses of registering or qualifying
securities of the Fund for sale in the various states; freight and other charges
in connection with the shipment of the Fund's portfolio securities; fees and
expenses of non-interested directors; travel expenses or an appropriate portion
thereof of directors and officers of the Fund [who are directors, officers or
employees of the Investment Adviser or the Investment Manager]9/ to the extent
that such expenses relate to attendance at meetings of the Board of Directors or
any committee thereof10/; costs of shareholders meetings; insurance; interest;
brokerage costs; [expenses in connection with the offering and issuance of and,
if applicable, auctions of any shares of preferred stock issued by the Fund;]11/
and litigation and other extraordinary or non-recurring expenses.

4. The Investment Adviser shall12/ make investments for the Fund's account
in accordance with the investment objective and limitations set forth in the
Articles, the Registration Statement, the 1940 Act, the provisions of the
Internal Revenue Code of 1986, as amended, relating to regulated investment
companies, and policy decisions adopted by the Fund's Board of Directors13/ from
time to time. The Investment Adviser shall advise the Fund's officers and Board
of Directors,14/ at such times as the Fund's Board of Directors15/ may specify,
of investments made for the Fund's account and shall, when requested by the
Fund's officers or Board of Directors16/, supply the reasons for making such
investments.

5. The Investment Adviser may contract with or consult with such banks,
other securities firms, brokers or other parties, without additional expense to
the Fund, as it

- - ----------

8/ CRF agreements adds "administrators and sub-administrators," where
indicated.

9/ CRF agreement omits the bracketed language and adds ", or members of any
advisory or investment board or committee of the Fund," where indicated.

10/ CRF agreement adds ", or of any such advisory or investment board or
committee of the Fund; salaries of shareholder relations personnel" where
indicated.

11/ CRF agreement omits the bracketed language.

12/ CRF agreement adds "have discretion over investment decisions for the Fund
and shall" where indicated.

13/ CRF agreement adds "or the Investment Manager" where indicated.

14/ CRF agreement adds "and the Investment Manager," where indicated.

15/ CRF agreement adds "or the Investment Manager" where indicated.

16/ CRF agreement adds "or the Investment Manager" where indicated.

<PAGE>
4

may deem appropriate regarding investment advice, research and statistical data
[, clerical assistance, accounting services]17/ or otherwise.

7. The Investment Adviser is authorized, for the purchase and sale of the
Fund's portfolio securities, to employ such dealers and brokers as may, in the
judgment of the Investment Adviser, implement the policy of the Fund to obtain
the best [net]19/ results taking into account such factors as price, including
dealer spread, the size, type and difficulty of the transaction involved, the
firm's general execution and operational facilities and the firm's risk in
positioning the securities involved. Consistent with this policy, the Investment
Adviser is authorized to direct the execution of the Fund's portfolio
transactions to dealers and brokers furnishing statistical information or
research deemed by the Investment Adviser to be useful or valuable to the
performance of its investment advisory functions for the Fund. [It is understood
that in these circumstances, as contemplated by Section 28(e) of the Securities
Exchange Act of 1934, the commissions paid may be higher than those which the
Fund might otherwise have paid to another broker if those services had not been
provided.]20/ Information so received will be in addition to and not in lieu of
the services required to be performed by the Investment Adviser. It is
understood that the expenses of the Investment Adviser will not necessarily be
reduced as a result of the receipt of such information or research. [Research
services furnished to the Investment Adviser by brokers who effect securities
transactions for the Fund may be used by the Investment Adviser in servicing
other investment companies and accounts which it manages. Similarly, research
services furnished to the Investment Adviser by brokers who effect securities
transactions for other investment companies and accounts which the Investment
Adviser manages may be used by the Investment Adviser in servicing the Fund. It
is understood that not all of these research services are used by the Investment
Adviser in managing any particular account, including the Fund.]21/

- - ----------

17/ CRF agreement omits bracketed language.

18/ CRF agreement substitutes "(including any brokers affiliated with the
Investment Adviser or the Investment Manager)" for the bracketed language.

19/ CRF Agreement omits the bracketed language.

20/ MAF Agreement omits the bracketed language.

21/ MAF agreement omits the bracketed language.

<PAGE>
5

8. In consideration of the services to be rendered by the Investment
Adviser under this agreement, the Investment Manager shall pay the Investment
Adviser a monthly fee in United States dollars on the fifth business day of each
month for the previous month at an annual rate of [0.36%]22/ of the Fund's
average weekly net assets (i.e. the average weekly value of the Fund's assets
less its liabilities exclusive of common and preferred stock and surplus),
commencing on the date of the first receipt by the Fund of the proceeds of the
sale of shares to the Underwriters as described in the Registration Statement.
If the fee payable to the Investment Adviser pursuant to this paragraph 8 begins
to accrue before the end of any month or if this agreement terminates before the
end of any month, the fee for the period from such date to the end of such month
or from the beginning of such month to the date of termination, as the case may
be, shall be prorated according to the proportion which such period bears to the
full month in which such effectiveness or termination occurs. For purposes of
calculating each such monthly fee, the value of the Fund's net assets shall be
computed at the time and in the manner specified in the Registration Statement.

9. The Investment Adviser represents and warrants that it is duly
registered and authorized as an investment adviser under the [1940 Act]23/, and
the Investment Adviser agrees to maintain effective all requisite registrations,
authorizations and licenses, as the case may be, until the termination of this
Agreement.

- - ----------

22/ CRF agreement substitutes "0.50%" for the bracketed language.

23/ CRF agreement substitutes "Investment Advisers Act of 1940, as amended" for
the bracketed language.

24/ CRF agreement omits the bracketed language.

25/ CRF agreement substitutes "its shareholders" for the bracketed language.

<PAGE>
6

the absence of such a decision, a reasonable determination, based upon a review
of the facts, that the Investment Adviser was not liable by reason of disabling
conduct by (a) the vote of a majority of a quorum of directors of the Fund who
are neither "interested persons" of the Fund26/ nor parties to the proceeding
("disinterested non-party directors"), or (b) an independent legal counsel in a
written opinion. The Investment Adviser shall be entitled to advances from the
Fund for payment of the reasonable expenses27/ incurred by it in connection with
the matter as to which it is seeking indemnification in the manner and to the
fullest extent permissible under law. [Prior to any such advance, the]28/
Investment Adviser shall provide to the Fund a written affirmation of its good
faith belief that the standard of conduct necessary for indemnification by the
Fund has been met and a written undertaking to repay any such advance if it
should ultimately be determined that the standard of conduct has not been met.
In addition, at least one of the following additional conditions shall be met:
(a) the Investment Adviser shall provide security in form and amount acceptable
to the Fund for its undertaking; (b) the Fund is insured against losses arising
by reason of the advance; or (c) a majority of a quorum of disinterested
non-party directors, or independent legal counsel, in a written opinion, shall
have determined, based on a review of facts readily available to the Fund at the
time the advance is proposed to be made, that there is reason to believe that
the Investment Adviser will ultimately be found to be entitled to
indemnification.

11. This agreement shall continue in effect until ________________________
and thereafter for successive annual periods, provided that such continuance is
specifically approved at least annually (a) by the vote of a majority of the
Fund's outstanding voting securities (as defined in the 1940 Act) or by the
Fund's Board of Directors and (b) by the vote, cast in person at a meeting
called for the purpose, of a majority of the Fund's directors who are not
parties to this agreement or "interested persons" (as defined in the 1940 Act)
of any such party. [Notwithstanding the above, this]29/ Agreement (a) may
[nevertheless]30/ be terminated at any time, without penalty, by a vote of
holders of a majority of the Fund's outstanding voting securities (as defined in
the 1940 Act) or by a vote of a majority of the Fund's entire Board of Directors
or by the Investment Manager [or the Investment Adviser]31/ on 60 days' written
notice delivered to each party hereto, and (b) shall terminate automatically in
the event of its assignment (as defined in the 1940 Act). [This agreement may
only be terminated in accordance with the provisions of this paragraph 11;
provided, however, that nothing contained in this agreement shall prohibit the
ability of the Investment Manager, in

- - ----------

26/ CRF agreement adds "(as defined in the 1940 Act)" where indicated.

27/ CRF agreement adds "(including reasonable counsel fees and expenses)" where
indicated.

28/ CRF agreement substitutes "The" for the bracketed language.

29/ MAF agreement substitutes "This" for the bracketed language.

30/ MAF agreement omits the bracketed language.

31/ CRF agreement omits the bracketed language.

<PAGE>
7

the exercise of its fiduciary duty, to recommend to the Fund that the Fund take
action to terminate this agreement as provided in this paragraph 11.]32/

13. This Agreement shall be governed by the laws of the State of New York;
provided, however, that nothing herein shall be construed as being inconsistent
with the 1940 Act.

14. Notices. Any notice hereunder shall be in writing and shall be
delivered in person or by telex or facsimile (followed by delivery in person) to
the parties at the addresses set forth below.

If to the Investment Adviser:

OpCap Advisors
Oppenheimer Tower
One World Financial Center
200 Liberty Street
New York, New York 10281
Tel:
Fax:
Attn:

If to the Investment Manager:

Advantage Advisers, Inc.
800 Newport Center Drive, Suite 100
Newport Beach, California 92660
Tel:
Fax:
Attn:

or to such other address as to which the recipient shall have informed the other
party in writing.

- - ----------

32/ CRF agreement omits the bracketed language and adds "Any such Notice shall
be deemed given when received by the addressee." where indicated.

<PAGE>
8

15. Counterparts. This agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.

Very truly yours,

ADVANTAGE ADVISERS, INC.

By:__________________________
Name:
Title:

ACCEPTED:

OPCAP ADVISORS

By:____________________________
Name:
Title:

__________________ hereby
acknowledges and agrees to the
provisions of33/ subparagraph
3.(b) and [paragraph 10]34/ of this agreement.

_____________________________

By:__________________________
Name:
Title:

- - ----------
33/ CRF agreement adds "paragraph 2," where indicated.

34/ CRF agreement substitutes "paragraphs 6, 7, 10 and 11" for the bracketed
language.

<PAGE>

FORMS OF PROXY

THE EMERGING MARKETS INCOME FUND INC

SPECIAL MEETING OF STOCKHOLDERS -- JUNE __, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE DIRECTORS

The undersigned hereby appoints Lawrence H. Kaplan, Robert A. Blum,
Jennifer G. Muzzey and Charles J. DeMarco, and each of them, attorneys and
proxies for the undersigned, with full power of substitution and revocation, to
represent the undersigned at the Special Meeting of Stockholders of the Fund to
be held at Oppenheimer Tower, 200 Liberty Street, One World Financial Center,
New York, New York on the 40th Floor on __________, June __, 1997, at 10:00
a.m., New York time, and at any adjournments thereof, upon the matters set forth
in the Notice of Meetings and Proxy Statement dated April __, 1997, and upon all
other matters properly coming before said Meeting.

Please indicate your vote by an "X" in the appropriate box on the reverse
side. This proxy, if properly executed, will be voted in the manner directed by
the stockholder. If no direction is made, this proxy will be voted FOR Proposal
1. Please refer to the Proxy Statement for a discussion of the Proposal.

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

- - ---------------------------- --------------------------------

(Continued, and to be signed and dated, on the reverse side)

<PAGE>

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL 1.

1. The approval of a new advisory agreement between Advantage Advisers, Inc.,
the Fund's investment adviser, and the Fund.

FOR |_| AGAINST |_| ABSTAIN |_|

6. The Proxies are authorized to vote in their discretion on any other business
as may properly come before the meeting or any adjournment thereof.

I will attend the meeting. |_| Change of Address |_|
and/or Comments Mark Here

Note: Please sign exactly as your name
appears on this Proxy. If joint owners,
EITHER may sign this Proxy. When signing
as attorney, executor, administrator,
trustee, guardian or corporate officer,
please give your full title.

Date _____________________________, 1997

________________________________________

________________________________________
Signature(s), Title(s), if applicable

Votes MUST be indicated
Please Sign, Date and Return the Proxy (x) in Black or Blue ink. |X|
Promptly Using the Enclosed Envelope.

<PAGE>

[THE EMERGING MARKETS INCOME FUND II INC]
[GLOBAL PARTNERS INCOME FUND INC.]
[MUNICIPAL PARTNERS FUND II INC.]

SPECIAL MEETING OF STOCKHOLDERS -- JUNE __, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE DIRECTORS

The undersigned hereby appoints Lawrence H. Kaplan, Robert A. Blum,
Jennifer G. Muzzey and Charles J. DeMarco, and each of them, attorneys and
proxies for the undersigned, with full power of substitution and revocation, to
represent the undersigned at the Special Meeting of Stockholders of the Fund to
be held at Oppenheimer Tower, 200 Liberty Street, One World Financial Center,
New York, New York on the 40th Floor on ____________, June __, 1997, at [10:30
a.m.] [11:30 a.m.] [1:00 p.m.], New York time, and at any adjournments thereof,
upon the matters set forth in the Notice of Meetings and Proxy Statement dated
April __, 1997, and upon all other matters properly coming before said Meeting.

Please indicate your vote by an "X" in the appropriate box on the reverse
side. This proxy, if properly executed, will be voted in the manner directed by
the stockholder. If no direction is made, this proxy will be voted FOR Proposals
1 and 2. Please refer to the Proxy Statement for a discussion of the Proposals.

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

- - ---------------------------- --------------------------------

(Continued, and to be signed and dated, on the reverse side)

<PAGE>

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1 AND 2.

1. The approval of a new investment management agreement between Advantage
Advisers, Inc., the Fund's investment manager, and the Fund.

FOR |_| AGAINST |_| ABSTAIN |_|

2. The approval of a new investment advisory and administration agreement among
Advantage Advisers, Inc., Salomon Brothers Asset Management Inc, the Fund's
investment adviser, and the Fund.

FOR |_| AGAINST |_| ABSTAIN |_|

6. The Proxies are authorized to vote in their discretion on any other business
as may properly come before the meeting or any adjournment thereof.

I will attend the meeting. |_| Change of Address |_|
and/or Comments Mark Here

Date _____________________________, 1997

________________________________________

________________________________________
Signature(s), Title(s), if applicable

Votes MUST be indicated
Please Sign, Date and Return the Proxy (x) in Black or Blue ink. |X|
Promptly Using the Enclosed Envelope.

<PAGE>

[THE EMERGING MARKETS FLOATING RATE FUND INC.]
[MUNICIPAL PARTNERS FUND INC.]

ANNUAL MEETING OF STOCKHOLDERS -- JUNE __, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE DIRECTORS

The undersigned hereby appoints Lawrence H. Kaplan, Robert A. Blum,
Jennifer G. Muzzey and Charles J. DeMarco and each of them, attorneys and
proxies for the undersigned, with full power of substitution and revocation, to
represent the undersigned at the Annual Meeting of Stockholders of the Fund to
be held at Oppenheimer Tower, 200 Liberty Street, One World Financial Center,
New York, New York on the 40th Floor on _____________, June __, 1997, at [11:00
a.m.] [12:30 p.m.], New York time, and at any adjournments thereof, upon the
matters set forth in the Notice of Meetings and Proxy Statement dated April __,
1997, and upon all other matters properly coming before said Meeting.

Please indicate your vote by an "X" in the appropriate box on the reverse
side. This proxy, if properly executed, will be voted in the manner directed by
the stockholder. If no direction is made, this proxy will be voted FOR Proposals
1, 2, 4 (including all nominees for Director) and 5 . Please refer to the Proxy
Statement for a discussion of the Proposals.

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

- - ---------------------------- --------------------------------

(Continued, and to be signed and dated, on the reverse side)

<PAGE>

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1, 2, 4 (including all
nominees for director) and 5.

1. The approval of a new investment management agreement between Advantage
Advisers, Inc., the Fund's investment manager, and the Fund.

FOR |_| AGAINST |_| ABSTAIN |_|

2. The approval of a new investment advisory and administration agreement among
Advantage Advisers, Inc., Salomon Brothers Asset Management Inc, the Fund's
investment adviser, and the Fund.

FOR |_| AGAINST |_| ABSTAIN |_|

4. The election of directors to the Board of Directors, to hold office until
their successors are duly elected and qualified.

FOR the nominees WITHHOLD AUTHORITY EXCEPTIONS
listed below |_| to vote for the nominees. |_| |_|

(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
MARK THE "EXCEPTIONS" BOX AND STRIKE A LINE THROUGH THAT NOMINEE'S NAME).
Director to serve until 2000 Annual Meeting: [Leslie H. Gelb, Michael S.
Hyland] [Mark C. Biderman, Robert L. Rosen].

5. The ratification of the selection of Price Waterhouse LLP as the independent
accountants of the Fund for the year ending [February 28, 1998] [December
31, 1997].

FOR |_| AGAINST |_| ABSTAIN |_|

6. The Proxies are authorized to vote in their discretion on any other business
as may properly come before the meeting or any adjournment thereof.

I will attend the meeting. |_| Change of Address |_|
and/or Comments Mark Here

Date _____________________________, 1997

________________________________________

________________________________________
Signature(s), Title(s), if applicable

Votes MUST be indicated
Please Sign, Date and Return the Proxy (x) in Black or Blue ink. |X|
Promptly Using the Enclosed Envelope.

<PAGE>

[MUNICIPAL ADVANTAGE FUND INC.]
[THE CZECH REPUBLIC FUND, INC.]

SPECIAL MEETING OF STOCKHOLDERS -- JUNE __, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE DIRECTORS

The undersigned hereby appoints Robert I. Kleinberg, Robert A. Blum and
Charles J. DeMarco, and each of them, attorneys and proxies for the undersigned,
with full power of substitution and revocation, to represent the undersigned at
the Special Meeting of Stockholders of the Fund to be held at Oppenheimer Tower,
200 Liberty Street, One World Financial Center, New York, New York on the 40th
Floor on __________, June __, 1997, at [12:00 p.m.] [1:00 p.m.], New York time,
and at any adjournments thereof, upon the matters set forth in the Notice of
Meetings and Proxy Statement dated April __, 1997, and upon all other matters
properly coming before said Meeting.

Please indicate your vote by an "X" in the appropriate box on the reverse
side. This proxy, if properly executed, will be voted in the manner directed by
the stockholder. If no direction is made, this proxy will be voted FOR Proposals
1 and 3. Please refer to the Proxy Statement for a discussion of the Proposals.

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

- - ---------------------------- --------------------------------

(Continued, and to be signed and dated, on the reverse side)

<PAGE>

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1 AND 3.

1. The approval of a new investment management agreement between Advantage
Advisers, Inc., the Fund's investment manager, and the Fund.

FOR |_| AGAINST |_| ABSTAIN |_|

3. The approval of a new [investment advisory agreement] [investment advisory
and administration agreement] among Advantage Advisers, Inc., OpCap
Advisors, the Fund's investment adviser, and the Fund.

FOR |_| AGAINST |_| ABSTAIN |_|

6. The Proxies are authorized to vote in their discretion on any other business
as may properly come before the meeting or any adjournment thereof.

I will attend the meeting. |_| Change of Address |_|
and/or Comments Mark Here

Date _____________________________, 1997

________________________________________

________________________________________
Signature(s), Title(s), if applicable

Votes MUST be indicated
Please Sign, Date and Return the Proxy (x) in Black or Blue ink. |X|
Promptly Using the Enclosed Envelope.